Ferronordic Machines AB Annual Report 2014

Transcription

ANNUAL REPORT 2014
1
FERRONORDIC MACHINES ANNUAL REPORT 2014
CONTENT
This is Ferronordic Machines
4
Year in brief
5
CEO comments
6
Vision, objectives and strategy
8
Market overview
10
The company
14
Corporate social responsibility
22
The share and shareholders
24
Share capital
25
Board of directors
28
Management and auditors
29
Directors report
30
Corporate governance report
35
Consolidated accounts
44
Parent company accounts
48
Notes
52
Auditors report
87
3
This is Ferronordic Machines
2014
2,335
2010
1,1841
EBITDA (SEK MM)
172
(22)1
EMPLOYEES
767
326
OUTLETS
75
12
REVENUE (SEK MM)
1
Annualized
¿ Official dealer of Volvo CE and Terex Trucks in Russia
¿ Aftermarket dealer for Volvo and Renault Trucks in select locations
¿ Significant presence all over Russia
¿ Revenue of SEK 2,335m and EBITDA of SEK 172m
¿ Strong market potential
¿ Experienced management and board of directors
4
Year in brief
Significant political and financial turmoil, negatively
affecting oil price, ruble, inflation and interest rates
Reduced short-term growth expectations
New joint 3,000 m² Volvo CE and Volvo and Renault
Trucks facility in southern Russia
Appointment as official dealer for Terex Trucks
Increased market share in all product lines
Further strengthening of no. 1 brand position
All-time high revenue in local currency
Revenue of SEK 2,335m
7.5% growth in local currency
Increase in gross profit margin by 0.6 percentage points
EBITDA of SEK 172m
12% increase compared to 2013 - 30% in local currency
SEK MM
2014
Q4 2014
Q3 2014
Q2 2014
Q1 2014
2013
New units sold*
1,335
417
306
314
298
1,425
Revenue
2,335
596
616
622
501
2,483
EBITDA
172
51
41
49
31
153
Margin
7.4%
8.5%
6.7%
7.8%
6.2%
6.2%
102
33
21
30
19
89
Margin
4.4%
5.5%
3.4%
4.8%
3.7%
3.6%
Net Debt
109
109
245
161
72
60
1,173
1,173
1,457
1,597
1,394
1,464
32%
32%
32%
31%
36%
37%
EBITA
Total assets
Equity/total assets
* Excluding machines added to rental fleet.
5
Sustained operating result
despite challenging market
2014 HAS BEEN a challenging year for Ferronordic Machines and our
industry in Russia, in particular the fourth quarter. The negative effects of
the crisis in Ukraine and the related sanctions are becoming increasingly
noticeable. The decrease in economic growth, falling oil prices, rising
inflation, the falling ruble, increased interest rates, and reduced access to
capital markets, have all contributed to a significant slowdown in the market
of our products in Russia. The overall market for construction equipment
in Russia fell by more than 25% in 2014, and by 45% in the fourth
quarter. Despite this, our own unit sales of new machines dropped by less
than 10% as we continued to gain market share.
Lars Corneliusson, CEO
’’
IN LOCAL CURRENCY our revenue increased by almost 8% during the year
and reached RUB 13,062m, which is the company’s highest annual revenue
ever. Due to the depreciation of the ruble however, our revenue in Swedish
krona decreased by 6% compared to 2013. Despite the falling ruble we
managed to increase our EBITDA by 12% in Swedish krona, corresponding
to 30% in local currency. Further, despite a fairly modest improvement in gross
margin, we managed to increase our EBITDA margin from 6.2% to 7.4%.
Given the political turmoil and the deterioration of all relevant
economic indicators, we view the result during 2014 as a sign of
strength of our strategy and organization.
6
EVEN IF THE ECONOMIC situation in Russia is currently uncertain, we are convinced that our company continues
to develop in the right direction. Our organization throughout Russia has become even more competent and
experienced. Our network is continously improving. Our processes have become even more efficient.
The offering to our customers continues to expand and improve. In this respect I want to highlight a few
important events during the year:
¿ In December Ferronordic Machines was appointed the official dealer for Terex Trucks throughout Russia.
The appointment adds four models of rigid haulers to our offering, thus significantly improving our
penetration in the core earthmoving segment and extending our presence in light mining. The existing fleet
of Terex Trucks also provides additional opportunities to increase our aftermarket sales, which are becoming
increasingly important as the market for new machine sales is expected to continue to decline during 2015.
¿ During the second quarter Volvo CE launched a new wheeled excavator, EW 205. This new excavator has
allowed us to enter a market segment where we previously did not have any suitable product to offer. This
new model has been a good contributor to our sales in 2014.
¿ During the year we have continued to expand our aftermarket network for Volvo and Renault Trucks. I am
particularly pleased with the opening of our new service station outside Krasnodar in southern Russia. The
new station enables us to provide full support for the Volvo Group’s entire product range, including Volvo
CE, Volvo and Renault Trucks, and Volvo Penta. The new station is also strategically important to
Ferronordic Machines since we, for the first time, will provide the full range of services to the Volvo Group’s
products in the Southern and North Caucasian Federal Districts.
LOOKING INTO THE FUTURE it is clear that 2015 will be a challenging year. The short and medium term market
development is still difficult to predict. During the second half of the year we started to implement measures to
adapt our costs to the changes in the market development. The implementation of these measures continues.
All in all, however, we are optimistic about the future of our business as the long-term fundamentals in the
Russian construction equipment market remain strong.
7
Vision, objectives and strategy
Our vision is to be regarded as the leading service
and sales company in the CIS markets
STRATEGIC OBJECTIVES
¿ Leadership within the market for construction equipment
¿ Geographic expansion of current product portfolio
¿ Expansion into related business areas such as other types of
machinery and commercial vehicles
¿ Extract synergies in dealer network and support functions
FINANCIAL OBJECTIVES
¿ Double-digit revenue growth in SEK (CAGR over a five-year period)
¿ EBIT margin of 6-8% (within a five-year period)
¿ Net debt to EBITDA of 0-2 times (over a business cycle)
¿ Absorption rate of 1.0x (gross profit from aftermarket shall cover
100% of fixed operating expenses) (within a five-year period)
8
STRATEGIC CORNERSTONES
CUSTOMER ORIENTATION
¿ Leading service and product availability
¿ Tailored service and repair programs
¿ Financial services offerings
¿ Developed trade-in system
¿ Fleet and residual value management
¿ Rental fleet
SUPERIOR INFRASTRUCTURE
BUILD ON STRONG BRAND
¿ Volvo CE - the third largest manufacturer of
construction equipment in the world
¿ Building on No. 1 brand position in Russia
¿ Broad range of equipment for road and general
construction, oil and gas and mining
¿ Development through additional strong brands
OPERATIONAL EXCELLENCE
¿ High density network – many points of presence
¿ Implementation of best practices and processes
¿ Mobile workshops and service vans/trucks
¿ Leading IS/IT systems
¿ Well equipped, purpose-built facilities in select locations
¿ Close cooperation with manufacturers
¿ Infrastructure to be used for other brands
¿ Get the right people to do the right job right
¿ Continuous improvement of processes
9
Market overview
Ferronordic Machines is active on the Russian market
for high-quality construction equipment.
Construction equipment is primarily used for
infrastructure and heavy construction, but also in
other industries, such as the mining, quarry and
forestry sectors.
THE RUSSIAN ECONOMY
Russia is the largest country in the world measured by
area. It has a population of 144 million and is rich on
natural resources. Russia is the world’s second largest
producer of oil and holds the world’s second largest
reserves of gas. Forestry is one of the main resources
with over 800 million hectares of forest land, which
corresponds to approximately 20% of the world’s
forest area. These natural resources are and will
continue to be important for the Russian economy.
Approximately 50% of the revenues of the Russian
federal government relates to oil and gas.
POLITICAL AND FINANCIAL TURMOIL DURING
2014
2014 has been characterized by significant political
and financial turmoil. The crisis in Ukraine that
started in the beginning of 2014 has escalated into
armed conflict in eastern Ukraine and relations
between Russia and the west remain weak. As a result
of this several western countries have introduced
sanctions against Russia, including restrictions for
western companies to sell certain types of products to
Russia, or to persons and companies subject to the
sanctions. The sanctions have also led to limitations
for Russian banks and certain Russian companies to
seek financing from the international capital markets.
Russia has also taken counteractions in the form of
restrictions on import of foreign food products.
We have also seen a significant drop in the oil price
during the year. From 1 January to 31 December 2014
the oil price fell from USD 111 per barrel to USD 57
per barrel, a decrease by approximately 50%.
As a result of the dropping oil price and sanctions, the
Russian economy has been hit with a succession of
negatives: a falling ruble, rising inflation, increased
capital cost and tight liquidity. During 2014 the ruble
lost 44% of its value against the Swedish krona, 54%
against the euro, and 73% against the USD. Annual
inflation as per 31 December 2014 amounted to
approximately 11%. The Russian Central Bank’s key
rate as per 31 December 2014 amounted to 17% and
3M MosPrime amounted to 23.8 %.
Due to the deteriorating political and economic
situation, GDP in Russia is expected to decrease by
3-5% during 2015. Thereafter, most economists
predict that GDP will start to grow again.
Since the end of the year the ruble has strengthened
against the Swedish krona, the euro and the USD.
In addition, the Russian Central Bank has lowered
the key rate to 14% and 3M MosPrime has fallen
below 15%.
FERRONORDIC MACHINES REGIONS
The economic development in Russia will vary
between different geographical regions and have
different drivers in different parts of Russia. Below is
a table summarizing the size and population of the
Russian federal districts where the company is
operating. Since Ferronordic Machines internally
reports the separate districts North Caucasus and
South as one single district, the map and table have
been adjusted to reflect the company’s reporting.
Federal
District
Central
Population
(million)
~650
38.8
~1,700
13.8
South
~600
23.6
Volga
~1,000
29.7
Urals
~1,800
12.2
Siberia
~5,100
19.3
Far East
~6,200
6.2
North West
Source: Rosstat
10
Area
(000s of km2)
Despite the current political and financial situation
the market for construction equipment is expected to
capitalize on the long-term growth in Russia. An
important driver for this will be infrastructure
improvements. The bulk of the infrastructure in
Russia was built during the Soviet era and is generally
old and in need of improvement. For example,
according to Rosavtodor, the Russian federal road
agency as much as 40% of all roads fail to meet
regulatory requirements. Another example of
underdeveloped infrastructure is the low density of
Russia’s railroad network. Upgrading and expanding
the road and railway networks are expected to be
important parts of Russia’s continued development,
and several major construction projects are planned or
on-going, for example the preparations for the FIFA
World Cup 2018.
ROAD DENSITY IN SELECTED COUNTRIES (KM PER 100 SQ. KM LAND AREA)
192
180
172
132
129
67
43
23
14
6
Russia
Canada
Finland
China
US
Sweden
Poland
UK
Germany
France
Source: World Bank
RAILWAY DENSITY IN SELECTED COUNTRIES (KM PER 1,000 SQ. KM LAND AREA)
124
97
75
61
19
5
6
7
Russia
Canada
China
Finland
22
Sweden
65
25
US
France
Poland
Slovakia
Germany
Czech Rep.
Source: World Bank
11
Another driver for both long-term growth and construction projects will be the continued extraction and
refinement of natural resources, in particular oil and gas. In the graph below, the world’s largest countries in oil
production and reserves of gas are presented.
OIL PRODUCTION (% OF TOTAL)
13.1 %
PROVED PRESERVES OF GAS (% OF TOTAL)
18.2 %
12.9 %
10.8 %
16.8 %
13.3 %
4.4 %
3.3 %
3.0 %
Venezuela
US
Turkmenistan
Qatar
Russia
Iran
5.0 %
Saudi Arabia
3.7 %
Kuwait
4.0 %
United Arab
Emirates
4.0 %
Iran
Canada
China
US
Russia
Saudi Arabia
4.7 %
United Arab
Emirates
9.4 %
5.0 %
Source: British Petroleums Statistical Review of World Energy, June 2014
THE RUSSIAN CONSTRUCTION EQUIPMENT MARKET
Construction equipment is used in a wide range of construction activities and also in certain operational
activities. Areas of use include road construction and maintenance, construction of heavy industry, utilities and
residential housing, as well as construction and maintenance of oil and gas infrastructure. In the industries of
mining, quarries, aggregates and forestry, construction equipment is often used for operational activities, such as
extraction of raw material and harvesting. Below is a description of the main areas of use for construction
equipment in different industries.
Industry
Main areas of use
Main geographical
areas
Portion of Ferronordic
Machines’ revenue
Road construction
• Construction of new roads
• Whole Russia
~22%
• Whole Russia
~46%
• Upgrading of existing roads
• Maintenance and repair of roads
General construction and other
• Heavy industry
• Utilities
• Construction of residential and
non-residential properties
Oil & gas
Mining
• Oil and gas infrastructure
• Volga
• Site construction (e.g. refineries)
• Urals
• Maintenance of infrastructure
• Siberia
• Infrastructure
• North West
• On-site construction and maintenance
• Siberia
• Operational uses
• Far East
~6%
~8%
• Urals
Quarries and aggregates
• Extraction and production of raw
material for road and general
construction
• North West
~9%
• South
• Siberia
• Central
• Urals
Forestry
• Site construction and maintenance
• North West
• Harvesting
• Siberia
• Off-road transport
• Far East
• Volga
Note: General construction and other also include areas such as agriculture and landscaping, demolition, industrial material handling, recycling and waste.
12
~9%
In addition to capitalizing on increasing infrastructure investments, dealers of construction equipment are
expected to benefit from the fact that the aging construction machines existing in Russia today need to be
replaced and upgraded. Hence, the drivers of future growth are expected to be two-fold; firstly a need to replace
old and inefficient machines, and secondly a need to increase the current machine population to increase the
capacity.
Despite a decline in 2014, the import of foreign construction equipment to Russia has grown significantly during
the last 10 years. In addition to overall construction growth in Russia, the replacement and upgrading of the
existing machine fleet will be an important driver for western manufacturers. Among the imported equipment,
Ferronordic Machines sees a clear difference between western manufacturers, offering machines of higher quality
and higher prices, and Chinese manufacturers offering less expensive, standardized and often small-type
machines (such as small wheel-loaders).
Ferronordic Machines mainly distributes Volvo CE machines, a well-known brand in Russia. The product
offering ranges from large machines, such as articulated haulers with prices exceeding SEK 5m, to small skid
steer-loaders with prices below SEK 0.5m. The main competitors are other manufacturers of high-quality
construction equipment, such as Caterpillar, Komatsu, JCB and Hitachi. Ferronordic Machines estimates that
Volvo CE and these four manufacturers have about the same market share in Russia (measured in revenue). The
graph below shows the development of the import of construction equipment to Russia (in number of units),
excluding Chinese manufacturers.
RUSSIAN CONSTRUCTION EQUIPMENT IMPORT STATISITCS (UNITS)
21,287
20,772
18,895
17,489
14,029
13,525
8,153
4,436
2,655
1,131
2003
1,685
2004
1,652
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
Source: Russian import statistics provided by Volvo CE and Ferronordic Machines
13
The Company
THIS IS FERRONORDIC MACHINES
Ferronordic Machines is the official dealer for Volvo
CE and Terex Trucks in Russia. Since its foundation
in 2010 the company has expanded across Russia and
is today well established in all federal districts with
over 70 outlets and over 700 employees. In addition
to distributing and providing aftermarket support to
Volvo CE and Terex Trucks, the Group has also been
appointed aftermarket dealer for Volvo and Renault
Trucks and dealer for Volvo Penta in certain parts of
Russia. The Group has also signed up some other
high quality brands, such as Logset and several
attachment manufacturers.
2010
Outlets
2011
2012
2013
2014
12
53
69
74
75
Employees
326
540
654
731
767
Revenue (SEK MM)
706
2,421
2,402
2,483
2,335
EBITDA (SEK MM)
-13
111
117
153
172
THE FERRONORDIC MACHINES BUSINESS
CONCEPT
In the construction industry, high utilization of
equipment is vital for efficiency and profitability.
Machines at stand-still, because of poor planning or
breakdown, quickly have a deteriorating effect on a
project’s profitability. To mitigate this risk,
construction companies need to optimize the
utilization of their machines and make sure repair and
maintenance can be provided quickly. In addition to
delivery of high-quality machinery, Ferronordic
Machines has developed a complete offering, tailored
to fit the high demands of these construction
companies.
By tailoring its offering to the individual needs of its
customers, Ferronordic Machines provides consultancy
services, such as fleet management, simulation of sites,
and advice regarding optimal fleet and specification
composition. These services make the Group an
integrated part of its customers’ operations and more
than just a supplier of machines.
The high cost of construction equipment at standstill results in high demand on dealers’ service levels
and availability of spare parts. To live up to these
demands it has been a clear target for Ferronordic
Machines from the start to increase its presence
throughout Russia for supply of repair and
maintenance services as well as spare parts.
14
The Group has also focused on the commercialization
of the aftermarket, i.e. a proactive and competitive
offering of customer service and spare parts supply at
the right time, based on data from the machine
population and long experience from the industry.
In Europe and North America, the focus of
purchasers of construction equipment has generally
shifted from initial cost to total life-cycle cost,
including cost of repair, maintenance, services and
cost of machines at stand-still, residual value, etc.
In Russia focus often remains on the initial cost.
However, Ferronordic Machines sees a trend of
customers shifting focus from initial cost to total
life-cycle cost, and an overall increasing sophistication
of Russian construction equipment customers.
Ferronordic Machines believes it is a strong force in
driving this trend, which will further strengthen the
market positions of Volvo CE and other high-quality
brands in Russia in the coming years.
The implementation of our business concept has
been a strongly contributing factor to the further
streghening of the number one brand position of
Volvo CE in Russia between 2011 to 20141.
Customers surveyed have in particular appreciated
customer relations, dense network and good service
packages when answering the survey.
1
Accordning to the Volvo Construction Equipment Brand Track Servey in 2014.
HISTORY
Ferronordic Machines was founded in 2010 when it
became the official dealer of Volvo CE. The dealer
agreement with Ferronordic Machines was said to be
a significant and exciting development of its activities
in Russia which would give Volvo CE a clear and
consistent presence across the whole country1. The
dealer agreement made Ferronordic Machines the
distributor of Volvo CE-branded machines, parts and
aftermarket services in the entire territory of Russia.
In December 2014, Ferronordic Machines was also
appointed the official dealer of Terex Trucks in Russia.
1
Volvo CE press release, 29 April 2010.
THE VOLVO GROUP IN RUSSIA
VOLVO TRUCKS
The Volvo Group’s history in Russia dates back
approximately 40 years when the first 100 Volvo F89
trucks were delivered to the country in 1973. In 2003
Volvo Trucks expanded its footprint in Russia
significantly by opening a CKD-factory in Zelenograd,
followed by a full scale production facility in Kaluga
in 2009. With the opening of the factory in Zelenograd,
Volvo became the first western manufacturer of heavy
trucks in Russia. In 2014, Volvo inaugurated a new
facility for cab production in Kaluga with an annual
capacity of 15,000 cabs.
Recently the dealer networks of Volvo Trucks and
Renault Trucks have been combined and currently
comprises a large network of authorized workshops
throughout Russia. Volvo Trucks is one of the market
leaders for foreign heavy trucks in Russia.
VOLVO CONSTRUCTION EQUIPMENT
Volvo CE has a large product portfolio and is one of
the world’s leading manufacturers of construction
equipment. The brand is perceived as a premium
brand in the market of construction equipment.
Although Volvo CE established a Russian market
presence fairly late (2002), it is enjoying a strong
brand image in Russia. As described above, Volvo CE
is considered the number one brand within
construction equipment with competitive market
shares in key premium segments. The number of
delivered Volvo CE machines into Russia has
increased from approximately 150 units in 2002 to
over 1,500 in 2013 and approximately 1,360 in 2014.
Manufacturers of construction equipment typically
work with external distributors for sales and aftermarket services, as they tend to focus on
manufacturing and product development. Until 2010
the strategy of Volvo CE in Russia was, in addition to
Volvo-owned operations in the North West and
Central districts, to grow and gain market share
through a network of several independent dealers
responsible for different regions. In 2010 however,
Ferronordic Machines was appointed the official
dealer of Volvo CE machines, parts and aftermarket
services throughout Russia.
VOLVO CE DEALER AGREEMENT
Ferronordic Machines and Volvo CE signed an initial
dealer agreement in June 2010 (subsequently replaced
by an amended dealer agreement in July 2012) by
which Volvo CE appointed Ferronordic Machines the
official dealer of Volvo CE machines, parts and
aftermarket services in the entire territory of Russia.
The dealer agreement is valid for an initial term until
27 April 2016. Thereafter it will continue for an
indefinite period with 180 days’ notice. This is in line
with the standard contract terms for Volvo CE dealers
around the world and customary in the industry.
Ferronordic Machines is free to extend its product
offering to include products that complement Volvo
CE’s products. Volvo CE is responsible for the import
of the machines and parts to Russia; thus Ferronordic
Machines buys and sells all products inside Russia.
It is at the core of Volvo CE’s global distribution
strategy to appoint external dealers. Dealers are
handpicked based on Volvo CE’s evaluation of
management’s ability to increase sales and grow
Volvo CE’s market share in the relevant region.
VOLVO CE FACTORY IN KALUGA
In 2013 Volvo CE inaugurated a 20,660 m2 excavator
plant in Kaluga. According to Volvo CE’s
announcement the investment amounted to SEK 350
million. The plant currently manufactures five models
of Volvo CE excavators. The investment is in line
with Volvo CE’s strategy to build machines where
they are sold and validates Volvo CE’s commitment
to Russia and Ferronordic Machines.
TEREX TRUCKS
On 17 December 2014 Ferronordic Machines was
appointed the official dealer of Terex Trucks
throughout Russia. The appointment adds four
models of rigid haulers to Ferronordic Machines’
product offering, with payloads ranging from 41 to 91
tons, as well as Terex-branded articulated haulers. As
the distributor for Terex rigid and articulated haulers,
Ferronordic Machines will also take over the
responsibility for the aftermarket support of the
existing machine population in Russia. Since 2007
Terex Trucks has sold about 200 trucks in Russia.
Ferronordic Machines will work in cooperation with
existing Terex partners to ensure a seamless
continuation of high level support to existing
customers. The addition of Terex trucks to our
product range will significantly improve our
penetration in the core earthmoving segment and
extend our presence in light mining.
15
The appointment follows the acquisition by Volvo
CE of Terex Equipment Ltd from Terex Corporation
earlier in 2014. The acquisition included the main
production facility in Motherwell, Scotland, and the
two product ranges of rigid and articulated haulers.
The deal allows for the continued use of the Terex
brand name for the relevant machines for a
transitional period.
FERRONORDIC MACHINES NETWORK
OPERATIONS OVERVIEW
While Ferronordic Machines operates in a cyclical
industry, it has customers in a number of different
industries throughout all federal districts of Russia.
This diversification makes Ferronordic Machines less
exposed to trends and business cycles which impact
specific regions or industries.
Murmansk
Kaliningrad
St.Petersburg
Pitkyaranta
Kingisepp
To be successful, dealers of construction equipment
Petrozavodsk Velsk
engaging in aftermarket activities need to be close
V.Novgorod
Arkhangelsk
to their customers. This is mainly for two reasons;
Cherepovets
Smolensk
Tver
firstly, construction equipment generally has a low
Vologda
level of mobility (machines are not easily moved to a
Moscow
Usinsk
Kaluga
Yaroslavl
service station so mechanics must travel to the
V
Kotlas
Tula
construction sites where the machines are located).
Syktyvkar
Vladimir
Secondly, given its importance for the operations at
Ryazan N.Novgorod
Belgorod
the construction sites, construction equipment must
not be at stand-still. Hence, proximity to customers
Cheboksary
and a large number of outlets are important
Perm
differentiating factors. Another differentiating
Kazan
Penza
Yugorsk
Krasnodar
Voronezh
factor is availability of service and spare
Samara
Saratov
Ekaterinburg
parts.
Ufa
Rostov-on-Don
Satka
Armavir
Tyumen
Volgograd
In December 2014 Ferronordic Machines Sochi
Orenburg
Piatigorsk
Stavropol
Chelyabinsk
had 75 outlets throughout Russia. New
Astrakhan
facilities are usually established either on
Nalchik
Varna
strategic locations or due to customer
Grozny
demand. Strategic locations are typically large
Kizilurt
No
towns that have a history of (or are expected to
receive) large investments and high level of
construction output. Ferronordic Machines can also
establish facilities in connection to large projects,
potentially at remote locations (e.g. mines or oil
fields). These projects are often so large and
demanding that it can be profitable to establish a
repair and maintenance station and a small parts
warehouse at these sites.
GEOGRAPHIC EXPANSION
In 2010, 82% of Ferronordic Machines’ units were
sold in the North West and Central regions, two
regions which together represent approximately 40%
of the construction output in Russia. Since then
Ferronordic Machines has expanded its operations
continuously to other regions to capitalize on the
large projects in the regions east of the Ural mountains,
e.g. infrastructure development and extraction of
minerals. Thanks to these efforts the share of units
sold in other regions than North West and Central
has increased to close to 50% in 2014.
16
sk
Norilsk
Vorkuta
Magadan
Novy Urengoy
Mar-Kuel
Yakutsk
Surgut
Kuyumba
en
Neryungri
Elga
Krasnoyarsk
Novosibirsk
Kemerovo
Yuzhno-Sakhalinsk
Bratsk
Belovo
Blagoveschensk
Khabarovsk
Irkutsk
Ulan-Ude
Vladivostok
17
DIFFERENT TYPES OF FACILITIES
OWNED DEALER FACILITY
• Medium- to large sized, purpose built facilities, including service and repair workshops,
warehouses, offices and display areas
• Ferronordic Machines has two owned facilities in operation, both for Volvo CE and
Volvo and Renault Trucks: a 2,382 m2 facility in eastern Moscow region and a 2,620 m2
facility in Arkhangelsk
• The company owns two land plots ready for construction
RENTED DEALER FACILITY
•
•
•
•
To reduce time-to-market and reduce capital investments the company often rents facilities
The standards vary from basic to purpose-built
In some cases the company has an option to purchase the facility at a pre-agreed price
The company currently has 61 rented facilities
CUSTOMER-BASED SERVICE DEPOT
• To support large fleets of machines on customer sites, the company is able to quickly
organize modular service depots based on air-filled hangars and/or containers
• The Group currently has five customer based outlets
HOME-BASED MECHANIC
• Mechanics working from home in remote locations or before the company has identified
rented facilities
• The Group currently has seven home based mechanics in operation
PRODUCTS AND SERVICES
EQUIPMENT SALES
The principal products distributed by Ferronordic Machines are Volvo CE-branded road construction equipment,
backhoe loaders, excavators, articulated haulers, wheel loaders and skid steer loaders. Sales, distribution and
service of Volvo CE machinery and parts are the backbone of Ferronordic Machines’ operations and contributed
to more than 95% of the Group’s revenue in 2014. Going forward, our principal products will also include
Terex-branded products.
Since the foundation of the Group, our product portfolio has expanded to also include other brands, such as
Logset, a Finnish manufacture of forestry machines.
In November 2014 Volvo CE announced that it will cease production of Volvo-branded motor graders and
backhoe loaders in its European and Americas operations. Instead these products will be designed and
manufactured by SDLG, Volvo CE’s subsidiary in China. Sales of new backhoe loaders and motor graders
represent approximately 18% of our revenue from new machine sales. Given that the target is to cease production
gradually and that our supply of backhoe loaders is secured for the next 12-18 months, we expect the short-term
impact of this decision to be limited. The long-term consequences of this decision will be analyzed further as
part of the continuous review of our product portfolio.
18
Product type
Backhoe loaders
Example product
Units sold
2014
432
Description
• Small and versatile machines, consisting of a tractor with a shovel or bucket
on the front and a backhoe on the back
• Wide range of applications, including deep trenching, heavy lifting, loading,
craning, material handling and construction
Excavators
448
• Excavators are used for site preparation, landscaping, trenching, excavation,
demolition, truck loading, piping etc.
Articulated haulers/
dump trucks
112
• Volvo CE developed the articulated hauler concept and is still the market
leader of articulated hauling in demanding conditions
• Since December 2014, the Group also sells Terex-branded articulated
haulers
• Applications include road construction, quarrying, mining and waste
handling
Wheel loaders
91
• Used to move or load materials
• Comes in several sizes, from mini loaders to large production machines, for
load and carry operations, quarries and aggregate, civil & building
construction etc.
Road construction
equipment
151
• Pavers are used to lay asphalt, often in connection with road construction
• Volvo CE pavers are offered both as tracked and wheeled
• Compactors are used to compact surfaces, e.g. asphalt or soil, often in
connection with road construction
• Volvo CE offers both asphalt and soil compactors in various sizes
Skid steer loaders
78
• Skid steer loaders are versatile, small machines with lift arms on which a
variety of tools can be attached
• Volvo CE offers a wide range of attachments for hauling earth, cutting
trenches, digging postholes, palletizing material, breaking concrete, etc.
Pipelayers
4
• Excavators with long lifting boom sticks especially developed to handle
different types of pipes
• Used in connection with construction and maintenance of different types of
pipe infrastructure, such as sewages or pipelines in the oil & gas industry
Forestry Machines
8
• Ferronordic Machines distributes forestry harvesters and forwarders
• Harvesters are used in logging operations for felling, delimbing and
bucking trees
• Forwarders are used to transport logs from the stump to a roadside landing
where the logs can be collected by a timber truck
Gensets
11
• A “genset” consists of a diesel engine and an electric generator and is used
to generate electricity. It is typically used in places without connection to a
power grid, or as emergency power supply
• Our gensets include Volvo Penta engines but are assembled in Russia and
sold under the Ferronordic Machines brand
Rigid dump trucks
NA
• Since December 2014 Ferronordic Machines is selling Terex-branded rigid
dump trucks
• Terex dump trucks have payloads ranging from 41 to 91 tons and are used
in connection with, for example, mining, quarrying and road construction
19
20
EQUIPMENT RENTAL
During 2014, approximately 3% of Ferronordic
Machine’s revenue came from equipment rentals.
In 2014 Ferronordic Machines also engaged in a pilot
project for so-called “mining services” where machines
are provided with operators to transport ore and
overburden at a mine and compensation is calculated
based on the quantity of ore and overburden
transported.
PARTS
Sales of parts (including parts for Volvo and Renault
Trucks) is Ferronordic Machines’ largest revenue
stream from the important aftermarket. Parts
availability is a fundamental attribute for construction
equipment dealers, and can be a differentiating factor.
Ferronordic Machines keeps inventory of parts
throughout Russia for convenient access for
customers. Proximity to customers is decisive for fast
delivery, and our presence in all districts of Russia
provides for excellent customer service. We also offer
customers remanufacturing of vital parts, such as
engines and gearboxes, thus extending the lifecycle of
the machines.
SERVICE
Service essentially consists of repair and maintenance
of construction equipment and trucks performed by
our mechanics. This includes planned maintenance,
machine diagnostics, as well as planned and unplanned
repairs. To tailor our offering and satisfy the individual
needs of our customers, we offer a range of different
service contracts. These service contracts increase the
stability of the operations and improve the possibility
to predict future revenues and cash flow.
SOFT PRODUCTS
We also offer our customers various soft products,
including the Volvo CareTrack system. CareTrack is
an advanced telematics system that gives both us and
our customers a wide range of data regarding the
machines in use. Through CareTrack we can advice
our customers on how to reduce fuel costs, optimize
performance and manage the service plan for their
entire fleets in order to maximize uptime. The system
transfers machine data via mobile network or satellite.
The information from CareTrack increases our ability
to provide a high level of customer service, both in
terms of technical support by our mechanics, as well
as proactive commercialized offers for spare parts at
appropriate times. Additional soft products provided
by Ferronordic Machines include:
• Fleet management services
– Simulation of projects
– Consultancy on optimal fleet and specification
composition
• Financial service through Volvo Financial Services
and other leasing companies
• Operator training
• Extended warranties
• Consultancy on residual value management
• Trade-in of used machines
REVENUE SPLIT 2014
Equipment rental and other 2.7%
Aftermarket 22.5%
Equipment sales 74.8%
21
Corporate social responsibility
The business of Ferronordic Machines shall be
conducted responsibly, taking economic,
environmental and social responsibility.
COMMITMENT TO HEALTH AND SAFETY
We recognize the importance of health and safety
within our operations. Our goal is to achieve an injury
free workplace for our employees. While each
individual employee is responsible for sustaining
health and safety, we share this responsibility by
promoting health and safety across our operations,
providing safe workplaces, and providing relevant
training. By selling and servicing safe machines of
high quality and oustanding ergonomical features we
also take responsibility for promoting health and
safety at large in the society where we operate.
COMMITMENT TO THE ENVIRONMENT
The business of Ferronordic Machines shall comply
with environmental laws and regulations and have as
limited environmental impact as possible while
remaining economically viable, including as regards
the process of handling, storing and recycling waste,
oils and parts.
An essential part of our work to promote environmental
sustainability is our daily work to distribute and
maintain energy- and fuel efficient products. Another
important part of our work consists of training
machine operators to apply more fuel efficient driving
techniques, lowering the operating costs of machines
while reducing their environmental impact.
22
COMMITMENT TO EMPLOYEES
Ferronordic Machines provides employment for over
760 employees in various communities all across
Russia. Ensuring that Ferronordic Machines is an
attractive and fair employer is another part of our
work to build sustainable development and taking
social responsibility on the market where we operate.
Part of our work to build sustainable development is
the significant investment we make to train our
employees. In 2014, over 41,000 training hours were
provided to our employees. The aim is to utilize
internal competence and give employees the
opportunity to develop and take greater responsibility
within the company – while at the same time
empowering local young employees.
Ferronordic Machines does not tolerate abuse and
discrimination. We strive for diversity and equality.
We remunerate employees fairly according to skills
and performance and with reference to competitive
industry and local conditions. We do not accept
forced labor or child labor.
COMMITMENT TO BUSINESS ETHICS
Ferronordic Machines has zero tolerance for bribery,
fraud and other forms of corruption. We take active
measures to prevent, monitor and investigate potential
corruption within our operations. Our anti-corruption
program includes various policies implemented
throughout the company. All employees are required
to participate in annual trainings regarding
compliance and other matters relating to ethics and
integrity. Preventing corruption and promoting fair
and ethical business practices form an important part
of our work to build sustainable development and
taking responsibility in the market where we operate.
23
The Share and Shareholders
The number of outstanding ordinary shares amounts to 10,000,000. The number of outstanding preference
shares amounts to 500,000. Each ordinary share carries one voting right and each preference share carries a one
tenth (1/10) voting right at the general meeting. As of 31 December 2014, Ferronordic Machines had 24
holders of ordinary shares and approximately 600 holders of preference shares.
The company’s ordinary shares are not listed on any exchange.The company’s preference shares, issued in
October 2013, are listed on NASDAQ OMX First North Premier under the symbol FNMA PREF.
On 30 September 2014 the company announced that a potential decision to list the company’s ordinary shares
on NASDAQ OMX Stockholm had been postponed. The announcement resulted from the fact that the
company, in connection with the issue of preference shares in October 2013, announced that the Board had
decided to evaluate a potential listing of the ordinary shares on NASDAQ OMX Stockholm during 2014.
Ferronordic Machines continues to evaluate a potential listing and is well prepared if and when the situation in
Russia stabilizes.
The table below sets forth the ten largest shareholders as of 31 December 2014:
Number of
Ordinary Shares
Number of
Preference Shares
Share of Capital (%)
Erik Eberhardson (through companies)
2,661,000
-
25.3%
26.5%
Russian CE Distribution Investors AB
2,284,100
-
21.8%
22.7%
Lars Corneliusson (through companies)
2,022,800
-
19.3%
20.1%
Mellby Gård AB
647,100
-
6.2%
6.4%
Anders Blomqvist (through companies)
625,100
-
6.0%
6.2%
Creades AB
267,500
16,000
2.7%
2.7%
Fastighetsaktiebolaget Granen
261,100
8,000
2.6%
2.6%
Investment Öresund AB
264,900
-
2.5%
2.6%
Svenska Handelsbanken SA
190,300
1,000
1.8%
1.9%
BNY Mellon SA/NV
190,400
-
1.8%
1.9%
Other Shareholders
585,700
475,000
10.1%
6.3%
10,000,000
500,000
100.0%
100.0%
Total
Note: The shareholding in the company is partly dependent on the financial performance of the company and could therefore change in the coming years.
24
Votes (%)
Share Capital
The table below indicates the changes in Ferronordic Machines’ share capital and the number of shares.
Year
Action
2008
New formation
2010
2013
2013
Number of
ordinary shares
Number of class
A-preference shares
Change in share
capital (SEK)
Total share capital
(SEK)
11,000
-
98,211
98,211
Issue of new shares
89,000
-
794,619
892,830
Share split (100:1)
9,900,000
-
-
892,830
Issue of new shares
-
500,000
44,641
937,471
10,000,000
500,000
Total number of
shares outstanding at
31 December 2014
937,471
The share capital of SEK 937,471 is divided among 10,500,000 shares of which 10,000,000 are ordinary shares
and 500,000 are class A-preference shares (“preference shares”).
PREFERENCE SHARES
Provided that the general meeting resolves to pay
dividends, each preference share carries the right to a
preferred dividend of SEK 100 per year until the last
payment date before the AGM in 2016. Following
the first payment date after the AGM in 2016, and
until and including the first payment after the AGM
in 2023, the preferred dividend shall increase by SEK
10 per year. If the dividend is not paid, any unpaid
amount (“Outstanding Amount”) will be added to
future dividends. The Outstanding Amount shall be
adjusted upwards by 20% p.a. from the date when
payment should have been made until the dividends
have been paid in full. No dividend can be paid to
holders of ordinary shares before the holders of
preference shares have received full payments of any
Outstanding Amount.
In connection with, or subsequent to, a possible listing
of the ordinary shares on NASDAQ OMX
Stockholm or another regulated market, the holders
of the preference shares have a right to exchange the
preference shares into class B-preference shares. Each
class B-preference share will in such case entitle its
holder to subscribe for a number of ordinary shares in
Ferronordic Machines corresponding to SEK 575
divided by 50% of the price per each ordinary share
offered in the listing. Based on the subscription price
for the preference shares, this implied a discount to
the listing price of approximately 13% (excluding
compensation for accrued dividends and Outstanding
Amounts, if any). From 25 October 2014 the amount
used for exchange into ordinary shares started to
increase by SEK 5 per month until 25 January 2016,
when the value to be used in an exchange into
ordinary shares will equal SEK 650. Based on the
subscription price for the preference shares this would
then imply a discount to the listing price of
approximately 23% (excluding compensation for
accrued dividend and Outstanding Amounts, if any).
There are no guarantees that the ordinary shares will
be listed or that the company will, or will be able to,
implement the conversion right as this requires a
resolution on a directed issue of ordinary shares to
those holders of the preference shares who wish to
utilize the conversion right. Furthermore, a resolution
to redeem shares is conditional upon that the
company has sufficient unrestricted equity.
The company has the right to redeem the preference
shares in cash. The redemption price until 25 October
2014 was SEK 1,050 for each class A-preference
shares and SEK 1,150 for each class B-preference
shares (currently only class A-preference shares have
been issued). On 25 October 2014 the redemption
price started to increase by SEK 10 per month up to a
maximum amount of SEK 1,200 for class A-preference
shares and SEK 1,300 for class B-preference shares.
In the event of liquidation of the company, preference
shares have priority over ordinary shares to an amount
of SEK 1,200 per preference share (plus accrued
dividend and Outstanding Amounts, if any).
The terms of the preference shares are set out in the
articles of association, available at the Group’s website.
25
TRANSLATION RESERVE
DIVIDENDS
WARRANTS
On 20 May 2014 the AGM resolved to pay dividends
on the preference shares corresponding to SEK 100
per preference share (i.e. SEK 50 million in total),
divided into two payment of SEK 50 each. The first
payment was made on 29 October 2014. The record
date for the second payment is 24 April 2015.
The translation reserve comprises all foreign currency
differences arising out of translation of the Group’s
financial statements from functional currency to
presentation currency.
Ferronordic Machines previously had two warrant
programs, one for selected senior executives, and
another for certain non-executive members of the
Board. During 2014 the program for Board members
was discontinued, after which the company only has
one outstanding warrant program.
Management Warrant Program
Ferronordic Machines has offered selected executives
the opportunity to acquire warrants issued by the
company. Anders Blomqvist, Lars Corneliusson and
Erik Eberhardson do not participate in the program.
On 31 December 2014, the number of outstanding
warrants in the program amounted to 2,279. Each
warrant entitles its holders to subscribe for 100
ordinary shares in Ferronordic Machines AB at a
price of EUR 6.50 per share. On 20 May 2014, the
Board concluded that the financial condition for the
warrants to become exercisable had been satisfied.
The warrants can be exercised on the earliest of (i)
1 May 2016 or (ii) the day falling 18 months after
the day when ordinary shares in the company started
to trade on a European stock exchange or another
regulated market. The last day to exercise the warrants
is 31 May 2016.
For the annual general meeting 2015, the board has
proposed that the company should offer the current
warrant holder to repurchase the warrants at a price
corresponding to the amount paid for them by the
holders, i.e. EUR 61,306.
Board Warrant Program
Ferronordic Machines previously had a warrant
program for certain non-executive members of the
Board. In accordance with the resolution of the AGM
on 20 May 2014 the company made an offer to the
warrant holders to repurchase the warrants at a price
corresponding to the amount paid for them by the
holders, i.e. in total SEK 327,122. All holders
accepted the offer and the warrants were repurchased
during the third quarter of 2014.
26
On 9 October 2013 the EGM resolved to pay
dividends on the preference shares corresponding to
SEK 50 per preference share (i.e. SEK 25 million in
total). The payment was made on 30 April 2014.
No dividend was to be paid on ordinary shares.
Dividends on preference shares in a total amount of
SEK 50 million (SEK 100 per preference share) were
recognised as distribution to owners in the
consolidated statement of changes in equity for 2014.
Having regard to the current economic situation in
Russia and the uncertain effect this may have during
the year on the Group’s cash position and working
capital requirements, the board is of the opinion that
it would not be prudent to make a resolution already
at the AGM on 19 May 2015 to pay dividends on the
company’s preference shares when the record dates for
the dividend payments do not occur until October
2015 and April 2016. The board therefore proposes
that, for the time being, no dividends be paid on the
preference shares. If the Board later comes to the
conclusion that a payment of dividends on the
preference shares will be possible, the board will
convene an extraordinary general meeting in the
beginning of October 2015 and/or April 2016 where
a resolution can be made to pay dividends on the
preference shares. The Board further proposes that
no dividends be paid on ordinary shares.
27
Board of Directors
PER-OLOF ERIKSSON
Chairman of the Board,
Chairman of the remuneration
committee and member of the
audit committee
MARTIN LEACH
Vice Chairman of the Board,
Member of the remuneration
committee and chairman of
the audit committee
General: Swedish citizen. Born 1938.
M.Sc. in Applied Physics (T Dr hc).
Relevant experience: Board
chairman of Odlander, Fredriksson &
Co AB, OFP Partners AB and Health
Cap Advisor AB. Board member of
Kamstrup AB and Kamstrup
Karlskrona AB.
Previous positions include:
President and CEO of Sandvik AB,
1984-1994. President and CEO of
Seco Tools AB, 1976-1984. Previous
board memberships include AB Volvo,
Investment AB Öresund, Assa Abloy,
Skanska and Handelsbanken.
Independent of the company, its
management and major shareholders.
Number of shares in Ferronordic
Machines: 64,700 ordinary shares
(through company) and 1,020 Class
A-preference shares.
General: British citizen. Born 1957.
Dr.Sc.
Relevant experience: Board
chairman of Magma Group. Board
member of Auto XP Limited.
Previous positions include: Board
chairman and CEO of GAZ
International Limited, 2006-2008.
Board chairman of LDV Holdings Ltd
2006-2008. CEO of Maserati Spa,
2004-2005. President and COO of
Ford Europe, Ford Motor Company,
2002-2003. Vice President Product
Development Ford Europe, Ford Motor
Company, 2000-2002. Managing
Director of Mazda Motor Company,
Japan, 1997-1999. Director Mazda
Motor Company Japan, 1996-1997.
Machines: 0
LARS CORNELIUSSON
Member of the Board
MARIKA FREDRIKSSON
Member of the Board and the
audit committee
M.Sc. in Business Administration.
Relevant experience: President and
CEO of Ferronordic Machines Group.
Managing Director of ZAO Volvo
Vostok and President of Volvo Trucks
Russia, 1999-2011.
Dependent of the company, its
Machines: 2,022,800 ordinary
shares (through companies).
28
Relevant experience: CFO and
Executive Vice President of Vestas Wind
System A/S. Board member of ÅF AB.
Previous positions include: CFO
and Senior Vice President of Gambro
AB, 2009-2012. CFO and Vice
President of Autoliv Inc., 2008-2009.
CFO and Senior Vice President of
Volvo Construction Equipment,
2004-2008.
and 1,020 Class A-preference shares
ERIK EBERHARDSON
Executive Vice Chairman of
the Board
MAGNUS BRÄNNSTRÖM
Member of the Board and the
audit committee
B.Sc. in Business Administration.
Studies in Applied Physics.
Relevant experience: Founder and
Head of Business Development of
Ferronordic Machines. Board member
of Lindab International AB.
Chairman of OJSC GAZ, 2008-2009.
CEO and President of OJSC GAZ,
2006-2007.
Vice President of OJSC GAZ,
2005-2006. President of Volvo
Construction Equipment, CIS and
Russia, 2002-2005. President of Volvo
Ukraine LLC, 1996-2000.
Dependent of the company, its
Relevant experience: CEO and
President of Oriflame Cosmetics SA.
Managing Director of Oriflame Russia,
1997-2005.
Machines: 0.
KRISTIAN TERLING
Member of the Board, the
remuneration committee and
the audit committee
M.Sc. in Electrical and Electronic
Engineering.
Relevant experience: Managing
Director and Head of Banking, Nordic
Region, at HSBC. Board member of AH
Automation AB.
Managing Director at Houlihan Lokey,
2012-2014, Managing Director at
Credit Suisse, 2006-2012, Sector Head
of Corporate Finance at Handelsbanken Capital Markets, 2003-2004 and
Vice President of Technologies/Nordic
Investment Banking, 1992-2003.
Machines: 0.
Executive Management
LARS CORNELIUSSON
President and CEO
NADEZHDA ARZUMANOVA
Human Resources Director
ANDERS BLOMQVIST
CFO
HENRIK CARLBORG
General Counsel
General: Swedish citizen.
Born 1967.
Employed since 2011.
General: Russian citizen.
Born 1979.
Studies in Organizational Management.
Machines: 0.
Born 1970.
(through companies).
Born 1975.
LL.M.
(through company).
ERIK EBERHARDSON
Head of Business
Development
ONUR GUCUM
Commercial Director
ANTON VAREKHA
Financial Director Ferronordic
Machines LLC
AUDITORS
Born 1970.
B.Sc. in Business Administration.
Studies in Applied Physics.
General: Turkish citizen.
Born 1973.
B.Sc. in Economics and Mathematics.
Machines: 57,300 ordinary shares.
General: Russian citizen.
Born 1976.
Machines: 0.
At the General Meeting of Ferronordic
Machines, held on 20 May 2014,
KPMG was appointed auditor until the
next annual general meeting, with
Mattias Lötborn as the main
responsible auditor and without
deputy.
29
Directors’ Report
The Board of Directors of Ferronordic Machines AB, corporate registration number 556748-7953 (parent
company), hereby presents its annual report and consolidated financial statements for the financial year 2014.
All amounts are indicated in SEK millions (SEK m) unless otherwise stated. Amounts in brackets refer to the
financial year 2013 if not otherwise stated.
THE BUSINESS
The parent company (together with its subsidiaries
referred to as the “Group” or “Ferronordic Machines”)
is a Swedish public limited liability company. The
registered address of the parent company is
Hovslagargatan 5B, 111 48 Stockholm. The Group
has administrative offices in Stockholm and Moscow.
The parent company is a holding company, primarily
performing intragroup services related to the
operations in Russia. The Group’s Moscow office
provides support functions, including purchasing,
business development, IT, communication, HR, legal
affairs, compliance, and accounting and finance. In
addition, the Group has sales and service locations
throughout Russia.
The Group was created to acquire and operate the
Volvo CE distribution business in Russia. The
acquisition took place on 27 May 2010 (see Note 5 to
the financial statements for the financial year 2011).
In connection with the acquisition the Group was
appointed the official Volvo CE dealer in Russia. The
Group’s operations consist of distribution and sales of
new construction equipment, sales of used equipment,
rental of equipment, sales of parts, sales of
attachments, and providing of services and technical
support to customers.
The Group’s customers are located in Russia and are
operating in many different industries, including oil
ACTIVITIES IN 2014 COMPARED TO 2013
In 2014 Ferronordic Machines generated revenue of
SEK 2,335m, a 6% decrease compared to 2013. However,
in local currency our revenue increased by almost 8%
and reached RUB 13,062m, which is the company’s
highest annual revenue ever. Revenue from sales of
equipment decreased by 8% whereas revenue from the
aftermarket decreased by only 2%. In rubles, however,
the revenue from sales of equipment increased by 5%
and the revenue from the aftermarket increased by 12%.
The Group also managed to increase the gross margin,
primarily because of higher margins on sold service
hours, as well as higher margins on sold new and used
machines. This together with lower selling, general and
administrative expenses led to an increase in EBITDA
margin of 1.2 percentage points. EBITDA for 2014
amounted to SEK 172m, a 12% increase compared to
SEK 153m in 2013. In local currency EBITDA
increased by 30%. Net result, excluding amortization of
transaction related intangibles, increased by SEK 59m
to SEK 52m. This significant increase was a result of
an improved operating result, lower financial expenses
following the repayment of the company’s bond, as well
as lower foreign exchange losses. Cash flow from
operating activities was SEK -25m and cash flow from
investing activities was SEK -36m. This resulted in a
net debt position at the end of the year of SEK 109m1.
New units sold
450 ____________________________________________
400 ____________________________________________
Revenue, SEK m
800 ____________________________________________
350 ____________________________________________
300 ____________________________________________
600 ____________________________________________
250 ____________________________________________
200 ____________________________________________
150 ____________________________________________
100 ____________________________________________
1
30
& gas, mining, forestry, road and general construction,
public utilities, municipal services and other industries.
700 ____________________________________________
500 ____________________________________________
400 ____________________________________________
300 ____________________________________________
200 ____________________________________________
50 ____________________________________________
- ____________________________________________
Q1
Q2
Q3
Q4
100 ____________________________________________
¿2012 ¿2013 ¿2014
¿2012 ¿2013 ¿2014
Interest-bearing liabilities less cash and cash equivalents.
- ____________________________________________
Q1
Q2
Q3
Q4
Presence in Russia
During 2014 the Group retained its presence
throughout Russia and has now established a strong
platform in all regions. The number of sales- and/or
service locations increased from 74 to 75 and the
number of employees increased from 731 to 767.
NET SALES
The revenue of the Group in 2014 decreased by 6.0%
from SEK 2,483m to SEK 2,335m compared to 2013.
Revenue from sales of equipment decreased by 8.3%
whereas revenue from the aftermarket decreased by
1.9%. In rubles, however, the revenue from sales of
equipment increased by 4.5% and the revenue from
the aftermarket increased by 11.5%.
GROSS PROFIT AND RESULTS FROM
OPERATING ACTIVITIES
Gross profit for 2014 decreased by 2.8% to SEK
398m from SEK 410m in 2013. Gross margin during
the year increased from 16.5% in 2013 to 17.1% in
2014, primarily because of higher margins on sold
service hours as well as sold new and used machines.
Results from operating activities amounted to SEK
69m compared to SEK 52 in 2013, primarily as a
result of a SEK 31m reduction in selling, general and
administrative expenses.
RESULT BEFORE INCOME TAX
The result before income tax for 2014 amounted to
SEK 26m compared to SEK -57m in 2013. The
strong improvement was primarily a result of reduced
selling, general and administrative expenses, reduced
finance costs following the repayment of the bond
loan, and lower foreign exchange losses.
RESULT FOR THE YEAR
As a result of the above, the after-tax result for the
year increased to SEK 19m (SEK -44m).
CASH FLOW AND INVESTMENTS
Cash flow from operating activities during 2014
amounted to SEK -25m compared to SEK 42m the
year before. The decrease was primarily related to
strong cash flow in 2013, mainly as a result of an
increase in trade payables following the introduction
of new payment terms with Volvo CE in April 2013.
Cash flow from investing activities during the year
amounted to SEK -36m (SEK -22m), mainly relating
to investments in property, plant and equipment and
software licenses.
FINANCIAL POSITION
The Group’s cash and cash equivalents at 31 December
2014 amounted to SEK 177m, an increase of
approximately SEK 13m compared to 31 December
2013. Interest-bearing liabilities at 31 December 2014
amounted to SEK 287m, an increase of SEK 63m
compared to 31 December 2013 (interestbearing
liabilities include debt and obligations under finance
leases, both short term and long term).
Equity at 31 December 2014 amounted to SEK
372m, a decrease of SEK 166m compared to 31
December 2013. The decrease is mainly a result of
accrued and paid dividends on preference shares in
the amount of SEK 50m, as well as negative
translation differences in the amount of SEK 135m.
The significant amount of negative translation
differences is caused by the substantial depreciation of
the ruble against the Swedish krona during the year
which led to a significant decrease in the net asset
value in the presentation currency.
At the reporting date Ferronordic Machines LLC was
in breach of two of the covenants in its RUB 500m
credit facility agreement with Sberbank. The first
covenant requires a minimum level of net profit of the
borrower and the second one sets a limit for the
borrower’s total level of bank debt. As a result of this
the loan became payable on demand instead of upon
maturity in April 2016. After the reporting date the
bank has waived its right to demand early repayment
because of the covenant breaches.
CHANGES IN PRESENTATION AND FUNCTIONAL
CURRENCIES
From 1 January 2014 the Group and the parent
company have selected the Swedish krona as
presentation currency. Previously the consolidated
financial statements were presented in euro.
Management believes that the Swedish krona is a
more appropriate presentation currency in the current
environment. As per 1 January 2014 the parent
company’s functional currency has been changed from
Russian ruble to Swedish krona, since the Swedish
krona better reflects the primary economic environment
in which the parent company operates, particularly
since most of the cash flow from financing activities
are generated in Swedish krona.
CHANGE TO VOLVO CE’S PRODUCT LINE
In November 2014 Volvo CE announced that it will
cease production of Volvo-branded motor graders and
backhoe loaders in its European and Americas
operations. Instead these products will be designed
and manufactured by SDLG, Volvo CE’s subsidiary
in China. Sales of new backhoe loaders and motor
graders represent approximately 18% of our revenue
from new machine sales. Given that the target is to
cease production gradually and that our supply of
backhoe loaders is secured for the next 12-18 months,
we expect the short-term impact of this decision to be
limited. The long-term consequences of this decision
will be analyzed further as part of the continuous
review of our product portfolio.
31
EMPLOYEES
Competence development
The Group provides training to all employees, in
particular mechanics and sales representatives. A large
part of the training materials is provided online, and
most of it is translated into Russian. During 2014 the
company provided 41,066 training hours (46,298).
Recruitment
For each vacant position the Group seeks to identify
the individual who has the best skills profile and
development potential among the applicants. To be
able to offer good career opportunities and personal
development for the employees, the company
promotes internal recruitment.
Compliance Program
At the start of the employment, all employees receive
a copy of the Group’s Code of Conduct and anticorruption policy, and confirm in writing that they
have read and understood these. The Group has a
program for compliance with international anticorruption legislation, including various policies and
procedures (e.g. policies regarding gifts and
entertainment, due diligence and contracts with
agents, subdealers and other associated parties, M&A
policy, etc.), a web-based training, and annual
compliance certifications. Each year an audit is made
by an independent audit firm to identify possible
areas for improvement in the Group’s compliance
program, and a review of selected transactions to
verify that the Group’s compliance related policies are
followed.
SIGNIFICANT RISKS AND UNCERTAINTIES
The Group is exposed to various types of risk, both
operational and financial. Identifying, managing and
pricing these risks are fundamental for the Group’s
profitability. Operational risks are associated with the
daily operations and relate to business cycles,
tendering, capacity utilisation, price risks and revenue
recognition.
Financial risks are related to the amount of capital
tied up and the Group’s capital requirements. To
fulfill the demand for short term customer financing
of equipment, parts and services, and to maintain
proper stock levels, the Group might require
borrowings and extended payment terms to maintain
adequate working capital. The Group is exposed to
greater operational risks than financial risks.
The parent company is indirectly subject to the same
risks and uncertainties as the Group.
32
RISK MANAGEMENT
The management of the operational risks comprises a
continuous improvement process, covering a large
number of ongoing projects and tasks. It is
particularly important that the Group’s employees
consistently comply with standardized processes and
working methods as they are developed to ensure that
operational risks are kept under control.
Financial risks and credit risks are managed centrally
in order to minimize and control the risk exposure.
The management continues to monitor any potential
effects of the recent volatility in the financial markets.
OPERATIONAL RISKS
Political and legal environment
Political conditions in Russia were highly volatile in
the 1990s. Over the past two decades the course
of political and other reforms has in some respects
been uneven and the composition of the Russian
government has at times been unstable. The Russian
political system continues to be vulnerable to popular
dissatisfaction. During Vladimir Putin’s and Dmitry
Medvedev’s tenure as presidents, the Russian
government and the Russian parliament have
generally been stable, although there have been public
protests in Moscow and other urban areas following
the elections for the State Duma in December 2011
and the re-election of Vladimir Putin as president in
March 2012. Further, the risk of political instability
resulting from the global financial and economic crisis
and any associated worsening of the economic
situation in Russia and deteriorating standards of
living should not be underestimated. Any such
instability could negatively affect the economic and
political environment in Russia, particularly in the
short term. These risks have increased as a result of
the geopolitical and macroeconomic uncertainty that
has prevailed during 2014 and still continues.
Shifts in governmental policy and regulation in
Russia are less predictable than in many western
countries and could disrupt or reverse political,
economic, and regulatory reforms. Any significant
change in the Russian government’s program of
reform in Russia could lead to the deterioration of
Russia’s investment climate that might limit the
Group’s ability to obtain financing in the international
capital markets or otherwise have a material adverse
effect on the Group’s business, financial condition and
results of operations.
Political instability and popular unrest in Ukraine
during 2014 have escalated tensions between Russia
and Ukraine. This has resulted in Russia annexing the
Crimea, and led to armed conflict in parts of eastern
Ukraine. As a result the relations between Russian and
other members of the international community, in
particular EU and the U.S. have deteriorated and
resulted in sanctions being introduced against Russia
and certain Russian companies and individuals. These
sanctions inter alia include restrictions for U.S. and/or
EU companies to sell certain goods and services to
Russia, or that certain goods and services can only be
sold to Russia after receipt of prior authorization.
Other sanctions have resulted in prohibitions for U.S.
and/or EU companies to sell goods and services to
certain Russian companies and individuals included in
the U.S. and EU sanctions lists. In addition, sanctions
have been introduced which have made it significantly
more difficult for certain Russian banks and certain
Russian companies to obtain financing from the
international capital markets.
The western sanctions have still not had any direct
material adverse effect on the Group’s activities or
financial position. For example, the sanctions have not
prevented the Group from continuing to do business
with its existing customers. Nevertheless, the indirect
effects of the sanctions are becoming visible and they
have been a contributing reason for the material
deterioration of the economic climate in Russia during
2014.
In the wake of the Ukrainian crisis and western
sanctions there are also signs of increased protectionism
in Russia. A government decree was introduced in July
2014 with restrictions for state and municipal entities
to buy non-Russian equipment. The Group believes
that this decree will have limited impact on its business,
but does not exclude that similar and more extensive
protectionist laws and decrees may be introduced in the
future, which could have a material adverse effect on
the Group’s operations, financial condition and result.
Corruption
The Russian and international media have reported
high levels of corruption in Russia. Press reports
have also described instances in which government
officials have engaged in selective investigations and
prosecutions to further the interest of the government
and individual officials or business groups. Although
the Group adheres to a business ethics policy and
strict internal compliance procedures to counteract
the effects of corruption (including conducting
recurring compliance audits by an external auditing
firm), instances of illegal activities, demands of
corrupt officials, allegations that the Group or its
management have been involved in corruption or
illegal activities or biased articles and negative
publicity could have an adverse effect on the Group’s
business, financial condition and results of operations.
Russian tax system
Refer to Note 25 (Contingencies) for a description of
the Group’s risks related to the Russian tax system.
Economic activity
Fluctuations in the economy and government
spending affect the market for construction equipment,
which is sensitive to market fluctuations and political
decisions that can have an impact on demand for new
residential and commercial buildings and investments
in industry and infrastructure. A sign of this is the
decline in the market that has followed the deteriorating
economic climate in Russian during 2014. In a longer
perspective, however, the demand for construction
equipment is driven by a countrywide need to
renovate and upgrade existing infrastructure, and a
need to renew the existing machine population, most
of which is old and outdated and has limited
production capacity. Demand for service and parts is
not as sensitive to fluctuations in the economic cycle.
Capacity utilisation
The Group is expanding its network and has plans to
expand its capacity further. An unforeseen decline in
capacity utilisation generally results in a loss of
revenue which in the short term cannot be offset by a
corresponding cost reduction. The Group seeks to
mitigate these risks through continuous resource
planning, monitoring and by utilizing rapid start-up
methodologies to address new markets.
Price risks
Volvo CE and the Group have a close cooperation to
monitor market tendencies and market share
development, and to adjust the prices the Group pays
for machines and parts. Unforeseen and/or significant
changes in the prices charged by Volvo CE and other
suppliers constitute a risk. The Group believes that its
close partnership with Volvo CE, the Group’s main
supplier, constitutes a flexible framework to share and
mitigate the price risk.
Revenue recognition
The Group recognises revenue from sales of goods
when the significant risks and rewards of ownership
are transferred to the customer. The revenue from
rendering of services is recognized when the service
work is complete and accepted by the customer.
33
Insurances
The Group assesses that it has adequate insurance
coverage for its operations in Sweden.
The insurance market in Russia is still
underdeveloped. Several types of insurance that are
customary in other countries are not available in
Russia. The Group maintains insurance against some,
but not all, potential risks and losses affecting its
operations. Hence, there is a risk that the Group’s
insurance coverage is not adequate to cover all
potential losses or liabilities. Consequently, there is a
risk that the loss or destruction of certain assets, or
that claims against the Group, can have a material
adverse impact on the Group’s business, financial
position or results until the Group receives adequate
insurance coverage.
Financial risks
The Group is exposed to financial risks, partly arising
as a result of changes in debt levels, interest rates and
currency movements. For information about the
Group´s financial risks, see Note 22 to the
consolidated financial statements (Financial
instruments and risk management).
Material disputes
No material disputes have taken place during the year.
OUTLOOK
The short and medium term market development is
difficult to predict and the recent economic instability
as well as the events in Ukraine create additional
uncertainties and challenges. We continue to take
measures to adapt our costs to the changes in market
development.
All in all, however, we are optimistic about the future
of our business as the long term fundamentals in the
Russian construction equipment market remain
strong.
SHAREHOLDERS
Please refer to section share and shareholders on page 24.
THE WORK OF THE BOARD OF DIRECTORS
Please refer to the corporate governance report on
page 38.
PARENT COMPANY
The revenue of the parent company during 2014
amounted to SEK 15.8m (SEK 28.2m). The
difference between the years relates to royalties to the
parent company from Ferronordic Machines LLC
under an intra-group trademark license agreement,
which were higher in 2013 (since they included
royalties for 2011-2013) than in 2014.
34
Administrative expenses in 2014 amounted to
SEK 18.3m (SEK 15.5m), an increase of 18.7%
compared to 2013. The after-tax result for 2014
increased to SEK 25.2m (SEK -26.3m), mainly
because of lower finance cost following the repayment
of the bond loan. Cash flow for 2014 was SEK -4.6m
(SEK 3.3m).
As of 31 December 2014, the value of the parent
company’s net assets amounted to SEK 423.3m
(SEK 518.1m).
The parent company had three employees at the end
of the year.
EVENTS SUBSEQUENT TO THE REPORTING DATE
The interest on Ferronordic Machines LLC’s credit
facility from Sberbank has been increased from 9.7%
to 15% starting from 1 February 2015. The loan
currently outstanding under this facility amounts to
RUB 500 million (SEK 69 million).
PROPOSED ALLOCATION OF PROFIT
The following amount is available for allocation by
the AGM:
SEK 422,321,549
The Board proposes that this amount is allocated as
follows:
SEK
Amount carried forward
of which to the Share Premium Reserve
Total amount allocated
422,321,549
604,922,011
422,321,549
capital requirements, the Board is of the opinion that
2015 and April 2016. The Board therefore proposes
preference shares will be possible, the Board will
For more information about the Group’s results and
financial position, see the following financial
statements and the Notes thereto.
Corporate governance report
Ferronordic Machines AB (publ) is a Swedish public company domiciled in Stockholm. The company’s
preference shares are listed on NASDAQ OMX First North Premier.
Corporate governance within Ferronordic Machines comprises the Group’s control and management systems.
The aim is to ensure efficient decision-making by clearly specifying the allocation of roles and responsibilities
among shareholders, the Board and the management team.
This corporate governance report has been prepared in accordance with the Annual Accounts Act and the
Swedish Corporate Governance Code (the Code). The corporate governance report has been reviewed by the
company’s auditors.
SUMMARY OF FERRONORDIC MACHINES’
CORPORATE GOVERNANCE MODEL
MORE INFORMATION ON CORPORATE
GOVERNANCE:
The shareholders make the ultimate decision on the
company’s direction by appointing the Board and the
chairman of the Board. The AGM also elects the auditors
and adopts the principles concerning the Nomination
Committee. The task of the Board is to manage Ferronordic
Machines’ affairs on behalf of the shareholders. The
auditors report to the AGM on their scrutiny. The Board
establishes work procedures for the Board, including
instructions for the CEO. The Board appoints the CEO. The
CEO in turn appoints the members of the executive and
extended management, including the regional directors.
The following information is available at
www.ferronordic.com:
SHAREHOLDERS’ AGREEMENT
In addition to applicable external and internal
regulations, the corporate governance of Ferronordic
Machines is also regulated by a shareholders’
agreement between the holders of the company’s
ordinary shares. The Shareholders’ Agreement
includes provisions regarding:
• payment of dividends on ordinary shares;
• right of certain shareholder groups to designate a
certain number of Board members;
• right of investors holding over 20% of the shares
and votes to appoint Board observers; and
• reserved matters that require approval either by all
Board members appointed by the investors or
by at least half of the votes held by the investors at
the general meeting.
• Ferronordic Machines’ Articles of Association
• Code of Conduct
• Information on Ferronordic’s General Meetings
The Swedish Corporate Governance Code is available at
www.bolagsstyrning.se.
SWEDISH CORPORATE GOVERNANCE CODE
Companies listed on First North Premier are not
required to apply the Code. However, as part of its
ambition to list its shares on a regulated market in
Sweden, Ferronordic Machines anyway acts as if the
Code already applied to it. This report has therefore
been prepared to describe how Ferronordic Machines
has applied the Code.
The shareholders’ agreement will terminate upon a
listing of the company’s ordinary shares on NASDAQ
OMX Stockholm or another regulated market.
35
IMPORTANT EVENTS IN 2014:
• Tom Jörning resigned as Board member due to new
obligations within the Volvo Group
• The executive and extended management teams were
reduced to make the work more efficient
During 2014 Ferronordic Machines has deviated from
the Code as follows:
• More than one member of the Board is also a
member of the Group’s executive management.
Currently both Lars Corneliusson (CEO) and Erik
Eberhardson (Head of Business Development) are
members of the Board. This has been deemed
appropriate and in the best interest of the company
and the shareholders since both of them possess
unique experience relevant to the Board. Their
Board memberships are also motivated by the fact
that they are both large shareholders in the
company.
• The audit committee has not kept separate minutes
of its meetings (minutes for the audit committee
are included in the general minutes for the Board
meetings).
• The vesting period of the company’s existing
warrants program for key employees is less than
three years. This has been deemed appropriate in
order to recruit and retain competent key
personnel, which is in the best interest of the
company and the shareholders.
SHARE CAPITAL AND SHAREHOLDERS
At the end of 2014, three shareholders’ controlled
more than ten percent of the voting rights in
Ferronordic Machines; Erik Eberhardson (through
companies) with 26.5%, Russian CE Distribution
Investors AB with 22.7% and Lars Corneliusson
(through companies) with 20.1%. The shareholding in
the company is partly dependent on the financial
performance of the company and could therefore
change in the coming years. Further information
about Ferronordic Machines’ share capital and
shareholders can be found on pages 24-26.
GENERAL MEETINGS
The general meeting of shareholders is Ferronordic
Machines’ highest decision-making body through
which the shareholders exercise their right to make
decisions regarding the company’s affairs. The general
meeting held within six months after the end of each
financial year in order to adopt the annual report is
called the annual general meeting (AGM). The AGM
also makes resolutions regarding dividends, election
36
COMPLIANCE WITH REGULATIONS
Ferronordic Machines’ corporate governance is based on
both external and internal regulations and internal control
documents.
EXAMPLES OF EXTERNAL REGULATIONS:
• the Swedish Companies Act
• the Swedish Bookkeeping Act
• the Swedish Annual Accounts Act
• the rules of NASDAQ OMX concerning First North Premier
• the Swedish Corporate Governance Code
EXAMPLES OF INTERNAL REGULATIONS:
• the Articles of association
• the work procedures of the Board, including the
instructions to the CEO and the Board’s reporting
instructions
• Code of Conduct
• Other internal policies such as Information Policy, Internal
Control Policy, guidelines and manuals
of Board members, election of the company’s auditors
and other matters required by the Swedish Companies
Act, the articles of association, and the Code.
Notices convening general meetings are published in
the Swedish official gazette Post- och Inrikes
Tidningar and on the company’s website. The fact that
a notice has been issued is also announced in Dagens
Industri.
All shareholders are entitled to participate in the
general meeting, either in person or by proxy,
provided that they are recorded in the share register
five working days prior to the general meeting and
have notified Ferronordic Machines of their
participation as specified in the notice. All shareholders
are also entitled to have an item dealt with at the
general meeting provided that they inform the Board
in writing early enough so that the item can be
included in the notice for the meeting. At the general
meetings shareholders also have the opportunity to
present questions to the Board and the management.
ANNUAL GENERAL MEETING 2014
The AGM 2014 took place on 20 May 2014 in
Stockholm. At the meeting, 78.9% of the shares and
82.3% of the votes were represented in person or by
proxy. Attorney-at-law Fredrik Palm was elected
chairman of the AGM.
The CEO, the auditors, the chairman of the
Nomination Committee, and all Board members
elected by the AGM were present.
The minutes of AGM have been made available on
Ferronordic Machines’ website. The resolutions
passed included the following:
• dividends of SEK 100 per preference share were to
be paid on the preference shares, divided in two
payments of SEK 50 each,
• no dividends were to be paid for the 2013 financial
year with regard to ordinary shares,
• re-election of Magnus Brännström, Lars
Corneliusson, Erik Eberhardson, Per-Olof Eriksson,
Marika Fredriksson, Tom Jörning, Martin Leach
and Kristian Terling as Board members,
• re-election of Per-Olof Eriksson as chairman of the
Board
• fees to the Board and remuneration of the auditor
re-election of the auditor
• adoption of principles regarding the company’s
nomination committee;
• adoption of a remuneration policy for senior
executives;
• resolution that the company should offer holders of
warrants 2011/2016 to repurchase the issued
warrants for a price equal to what the holders paid
for the relevant warrants; and
• authorizations to the Board to decide upon an issue
of new ordinary shares and new ordinary shares of
series 2.
ANNUAL GENERAL MEETING 2015
Ferronordic Machines’s AGM 2015 will be held on 19
May 2015 at Radisson Blu Strand Hotel in Stockholm.
More information is available at www.ferronordic.com.
NOMINATION COMMITTEE
The nomination committee acts in the interest of all
shareholders. The duties of the nomination committee
are to evaluate the Board’s constitution and work and
to make proposals to the AGM concerning:
• chairman of the AGM
• Board members and the chairman of the Board
• auditors (in cooperation with the auditing
committee)
• remuneration of the Board members, Board
committees and auditors
The constitution of the nomination committee is
announced not later than six months before the AGM.
For the AGM 2014, the nomination committee
consisted of Mikael Brantberg (chairman),
representing Russian CE Distribution Investors AB,
Rune Andersson, representing Mellby Gård AB, and
Stefan Charette, representing Creades AB. All
members were independent of the company, the
company’s management as well as the company’s
largest shareholder, measured by number of votes.
Shareholders were offered the opportunity to submit
proposals to the nomination committee. No proposals
were submitted for the AGM 2014. The nomination
committee’s proposals to the AGM 2014, together
with motivated statements, were presented in the
notice to the AGM on 16 April 2014. No
compensation was paid to the members of the
nomination committee.
At the AGM 2014 the following principles were
adopted regarding the nomination committee:
The nomination committee shall consist of four
members. The chairman of the Board shall in
connection with the end of the third quarter 2014
contact each of the four largest shareholders in the
company and encourage them to appoint their
respective representatives for the nomination
committee. As regards the appointment of
representatives for the nomination committee,
shareholders who are members of the Board or
employed by the Group shall be regarded as one
shareholder. If a shareholder chooses not to appoint a
representative for the nomination committee, the
right to appoint a member of the nomination
committee shall transfer to the next largest
shareholder (provided such shareholder has not
already appointed or is entitled to appoint a member
of the nomination committee). If a member of the
nomination committee resigns, the shareholder
appointing the resigning member shall be asked to
appoint another member of the nomination
committee. The chairman of the nomination
committee shall be the member appointed by the
largest shareholder, unless the nomination committee
does not agree otherwise (though not a person
employed by the group or a member of the Board).
The mandate of the nomination committee is valid
until a new nomination committee has been
constituted. In case of material ownership changes
during the mandate period of the nomination
committee, the nomination committee shall ensure
that a new large shareholder is given representation in
the nomination committee. The constitution of the
nomination committee shall be announced not later
than six months before the annual general meeting.
The members of the nomination committee shall not
receive any compensation from the company but are
entitled to reimbursement for reasonable expenses.
37
The current nomination committee comprises:
• Mikael Brantberg (chairman), Russian CE
Distribution Investors AB
• Rune Andersson, Mellby Gård AB
• Per-Olof Eriksson, chairman of the Board,
representing the shareholders who are employed by
the Group or are members of the Board
• Daniel Nyhrén, Creades AB
Shareholders have been able to submit proposals to
the nomination committee for the AGM 2015. No
proposals have been submitted.
BOARD OF DIRECTORS
The Board of Directors is responsible for the
company’s organization and the management of the
company’s operations. The tasks of the Board include,
inter alia:
• establishing the company’s objectives and strategy
• appointing, evaluation and, when needed,
dismissing the CEO
• ensuring that there are effective systems for
follow-up and control of the company’s operations
• ensuring that there is sufficient control over the
company’s compliance with laws and other rules
applicable to the company’s operations
• ensuring that the company’s information disclosure
is characterized by transparency and is correct,
relevant and reliable
The chairman of the Board ensures that the Board’s
work is carried out efficiently and that the Board
fulfils its obligations.
Composition
Until 30 September 2014 the Board consisted of
eight members without deputies. On 30 September
Tom Jörning announced his resignation from the
Board due to new obligations within the Volvo
Group. After this the Board has consisted of seven
members without deputies. All Board members were
elected at the AGM 2014 for the period until the
AGM 2015. The AGM 2014 also re-elected Per-Olof
Eriksson as chairman of the Board for the period
until the AGM 2015. Detailed information about the
Board, including shareholdings and various
appointments, can be found on page 28.
According to the shareholders’ agreement, investors
holding over 20% of the ordinary shares and votes
may appoint a representative to attend, observe and
speak, but not vote, at the meetings of the Board.
Russian CE Distribution Investors AB has utilized
this right and appointed Mikael Brantberg as its
observer on the Board.
The CFO and General Counsel attend the meetings
of the Board. The General Counsel is also the
secretary of the Board.
38
Independence requirements
The Code stipulates that the majority of the Board
shall be independent of the company and the
company’s management, and at least two of the Board
members who are independent of the company and
its management shall also be independent of the
company’s major shareholders. The Board meets these
requirements as five of the seven Board members are
deemed independent of the company, its management
and the major shareholders.
The Code also stipulates that only one Board member
may work in the company’s management. The company
deviates from this requirement since the Board
includes two members of the Group’s management,
i.e. Lars Corneliusson and Erik Eberhardson.
Work procedures
Each year the Board adopts procedures for the Board’s
work. The procedures contain rules pertaining to the
distribution of work between the Board members, the
number of Board meetings, matters to be addressed at
regular meetings and the duties of the Board chairman.
In addition, the work procedures contain directives
concerning the tasks of the Board’s committees. The
Board has also issued written instructions specifying
how financial information should be reported to the
Board, as well as defining the distribution of duties
between the Board and the CEO.
Evaluation of the Board work
To ensure that the Board meets with required
standards, a systematic and structured process has
been developed to evaluate the work of the Board.
The evaluation is made annually and the result of the
evaluation is presented to the nomination committee.
Board work in 2014
During 2014 the Board held 11 meetings, including
meetings held by telephone or per capsulam. Over the
year the Board devoted particular focus to the
following issues:
• The Group’s earnings and financial position
• Interim reports
• Development of the geopolitical and economic
situation in Russia and its affect on the Group
• Corporate governance, risk management and
internal control
• Strategy matters
• The financing of the Group, including preparations
for a potential listing of the ordinary shares
• Remuneration to the CEO and other executives
• Evaluation of the work of the Board and the CEO
The work of the CEO is evaluated by the Board
continuously. At least once per year the Board
discusses the evaluation of the CEO’s work without
the presence of the CEO or anyone else from the
company’s management.
Remuneration Committee
The remuneration committee prepares matters
concerning remuneration principles, remuneration
and other employment terms of the CEO and other
members of the executive management. The
remuneration committee consists of three members:
Per-Olof Eriksson (chairman), Martin Leach and
Kristian Terling. All members of the remuneration
committee are independent of the company, the
company’s management and the company’s larger
shareholders. The members are deemed to have
appropriate knowledge and experience of matters
relating to executive remuneration, as required by the
Code.
REMUNERATION OF THE BOARD
As resolved at the AGM 2014, the total remuneration
of the Board amounts to SEK 2,300,000 of which
SEK 600,000 is paid to the chairman, SEK 500,000
to the vice chairman, and SEK 300,000 to each of the
other directors, except for the two directors who are
employed by the Group. No additional compensation
is paid for committee work.
BOARD COMMITTEES
The tasks of the Board’s committees are stipulated in
the Board’s working procedures. The Board
committees’ main task is to prepare issues and present
them to the Board for resolutions.
The remuneration committee held two telephone
meetings in 2014. In addition the members of the
remuneration committee have had an informal
continuous discussion throughout the year per email
and telephone, and in connection with the meetings
of the Board.
Audit Committee
The audit committee shall ensure the quality of the
financial statements, maintain ongoing contacts with
the auditors, monitor the independence and
objectivity of the auditors, in corporation with the
Nomination Committee prepare the election of the
auditors, monitor the internal control within the
Group, as well as dealing with other related matters.
AUDITORS
Ferronordic Machines’ auditors are elected at the
AGM. The current auditor is KPMG AB, which was
re-elected at the AGM 2014 for the period until the
AGM 2015. Mattias Lötborn is the auditor-incharge. The compensation paid to KMPG is
indicated in Note 30.
The audit committee consists of the following five
members: Magnus Brännström, Per-Olof Eriksson,
Marika Fredriksson (independent and qualified
member), Martin Leach (chairman), and Kristian
Terling. All members of the audit committee are
independent of the company, the company’s
management and the largest shareholders.
In 2014 the audit committee held two meetings in
connection with the physical meetings of the Board.
Minutes from these meetings are included in the
minutes for the relevant Board meetings.
ATTENDANCE IN BOARD MEETINGS IN 2014
Magnus
Brännström
Lars
Corneliusson
Kristian
Terling
Erik
Eberhardson
Per-Olof
Eriksson
Marika
Fredriksson
Tom
Jörning
Martin
Leach
30 January
•
•
•
•
•
•
•
•
21 February
•
•
•
•
•
•
•
•
25 March
•
•
•
•
•
•
•
•
24 April
•
•
•
•
•
•
•
•
13 May
•
•
•
•
•
•
•
•
•
•
•
•
•
20 May
•
•
•
20 May
•
•
•
•
•
•
•
•
7 August
•
•
•
•
•
•
•
•
30 September
•
•
•
•
•
•
•
13 October
•
•
•
•
•
•
•
•
•
•
•
•
•
14 November
•
39
CEO AND EXECUTIVE MANAGEMENT
The CEO is appointed by the Board and is
responsible for the day-to-day management of the
Group. The current CEO, Lars Corneliusson, is also
the General Director of Ferronordic Machines LLC,
the Group’s main operating entity in Russia.
The executive management is convened on a regular
basis, about once a month, and deals with the Group’s
financial development, company-wide development
projects, leadership and competence sourcing, and
other strategic issues.
In addition to the CEO, the executive management
comprises Nadezhda Arzumanova, HR Director;
Anders Blomqvist, CFO; Henrik Carlborg, General
Counsel; Erik Eberhardson, Head of Business
Development; Olga Galashevskaya, Marketing and
Corporate Communications Director (until
November 2014); Onur Gucum, Commercial
Director; Andrey Romanov, Head of Trucks Business
(until November 2014); and Anton Varekha,
Financial Director Ferronordic Machines LLC. The
members of the executive nanagement report to the
CEO.
In November 2014 the executive management was
reduced to seven members, including the CEO, to
make the work more efficient.
Information on the CEO and the other members of
executive management, including their age, main
education and shareholdings in the company, etc., can
be found on page 29.
For certain matters, the executive management is
supplemented by certain other Group functions and
the regional directors and (extended management).
The Group has established functions that are
responsible for such group-wide activities as financial
reporting, treasury, IT, communications, legal affairs,
compliance, HR, purchasing, logistics, real estate, etc.
Operationally Ferronordic Machines is divided into
seven regions, corresponding to the Federal Districts
of the Russian Federation, i.e. North West (with
regional hub in St. Petersburg), Central (with regional
hub in Moscow), Volga (with regional hub in Kazan),
South (including North Caucasus) (with regional
hub in Krasnodar), Ural (with regional hub in
Yekaterinburg), Siberia (with regional hub in
Krasnoyarsk) and Far East (with regional hub in
Khabarovsk). Each region has its own regional
director, except Ural and Siberia which currently have
a shared regional director. The regional directors are
responsible for the business, as well as the
coordination and implementation of company-wide
40
policies and processes, in their respective regions.
Each region also has a regional board, comprising the
relevant regional director and the executive
management.
REMUNERATION OF SENIOR EXECUTIVES
Remuneration and other benefits payable to the CEO
and the other members of the executive management
can be found on Note 29 (e).
The AGM 2014 adopted the following principles
regarding remuneration to the company’s executives:
Remuneration to executives shall be based on the
market conditions in which Ferronordic Machines
operates and the environment in which the individual
executive works. In addition, remuneration shall be
competitive and enable Ferronordic Machines to
attract and retain competent executives.
Fixed salaries
Fixed salaries and benefits are established individually
based on the criteria outlined above and the
executive’s individual responsibilities and performance.
Variable salaries
Executives may receive variable salaries in addition to
fixed salaries. Variable salaries shall be paid upon
completion of predetermined and measurable
performance criteria, primarily based on the
performance of Group as a whole or the development
of the part of the Group for which the relevant
executive is responsible. The variable salary may, as
regards the CEO, amount to not more than 100% of
the fixed salary and, as regards other executives, not
more than 50% of the fixed salary. An exception may
be made regarding Erik Eberhardson whose
maximum variable salary may not exceed 150% of the
fixed salary (according to an agreement made in
connection with a decrease of the fixed salary).
Benef its
Executives are entitled to customary non-monetary
benefits, such as company cars and health care
insurance. In addition to those benefits, company
housing and other benefits can also be offered on an
individual basis, such as housing allowances and
school/kindergarten allowances for expatriate
executives.
Pension benef its
In addition to pension benefits which executives are
entitled to according to law, executives may be offered
pension benefits that are competitive in the country
where the executives are or have been resident or to
which the executives have a material connection.
Pension plans shall be defined contribution plans
without guaranteed level of pension.
Routines for establishing remuneration
The remuneration committee prepares and the Board
decides on the terms of employment and remuneration
of Lars Corneliusson and Erik Eberhardson. As
regards the other executives, the remuneration
committee prepares and the Board of Directors
decides on the principles on which the terms of
employment and remuneration should be decided.
Based on these principles, the CEO decides the
remuneration for the other executives, after
consultation with the remuneration committee.
INTERNAL CONTROL OF FINANCIAL REPORTING
Internal control regarding financial reporting is
intended to provide reasonable assurance of the
reliability of external financial reporting, including
interim reports, press releases and annual reports. It
shall also ensure that the external financial reports
comply with laws and applicable accounting
standards.
According to the Code, the Board has to ensure that
the company has adequate internal control and
formalized procedures to ensure compliance with
approved principles for financial reporting and
internal control. The Board also has to ensure that the
company’s financial reports are produced in
compliance with legislation, applicable accounting
standards and other requirements applicable to
companies listed on NASDAQ OMX First North
Premier.
Control environment
The control environment at Ferronordic Machines
consists of a number of corporate policies, guidelines
and supporting frameworks related to financial
reporting. These include, inter alia, the financial
handbook with instructions for accounting and
reporting, the financial policy, the signatory policy
with instructions concerning decision levels and
authorization levels for various areas, the insider
policy concerning insider issues, the information
policy regarding external communications, and the
Code of Conduct regarding ethical and integrity
matters. The guidelines are monitored and updated
regularly and are communicated to all employees
involved in financial reporting.
Risk assessment
Ferronordic Machines has implemented an annual
risk-assessment process and, based on this assessment,
the significant risks impacting the internal control of
financial reporting are identified and evaluated. This
risk assessment provides the foundation for managing
risks through an improved control environment and
also results in prioritized areas to be improved.
The main risks related to the internal control of
financial reporting are:
• Insufficient control over standardized internal
procedures for compiling consolidated financial
statements under IFRS;
• Insufficient control over the related closing
procedures;
• Inconsistency between the methods applied by the
Group internally;
• Lack of internal control over intergroup elimination
entries;
• Sufficient control over review procedures of
non-routine transactions is not implemented (IFRS
adjustments).
To address the possible weaknesses relating to the
IFRS reporting function, the company has
re-evaluated its internal regulations on IFRS
accounting and improved the training of employees
involved with IFRS reporting.
Control activities
The main purpose of Ferronordic Machines’ control
activities is to discover and prevent errors and thereby
ensure the quality of financial reporting. Based on the
risk assessment, control activities within the identified
processes have been implemented. These processes
ensure that the fundamental requirements of the
external financial reporting are met. The activities are
both manual and automated large-scale control
activities that include the review and approval of
various types of accounting transactions, analysis of
key figures and ratios, reconciliation of accounts and
checklists, as well as application controls for financial
information in IT systems supporting financial
reporting.
Information and communication
Ferronordic Machines’ communication shall be
correct, transparent, timely and available to all
stakeholders simultaneously. All communication must
be provided in accordance with the rules of
NASDAQ OMX applicable to companies with shares
listed on First North Premier. The Board has adopted
an information policy regulating the manner in which
the company discloses information. Information is
disclosed regularly to third parties through press
releases and www.ferronordic.com. The Board
regularly receives financial updates and reports. The
Board reviews and approves interim reports and the
annual report at regular meetings prior to publication.
Financial information about the company may only
be communicated by the CEO and the CFO (also
responsible for investor relations).
41
Monitoring
The Board and the executive management
continuously evaluate the information supplied. The
company re-assessed the risk over the internal control
of financial reporting after the recommendations
received from external auditors. Weaknesses caused by
identified risk are mitigated and followed up in the
following year.
Internal audit
Since April 2014 the Group has established an
internal audit function. The internal auditor reports
to the Financial Director of Ferronordic Machines
LLC with regard to reporting matters and to the
General Counsel with regard to compliance matters.
The internal auditor also reports to the audit
committee on matters relating to internal control.
Stockholm, April 2015
The Board of Directors
More information on Ferronordic Machines’ corporate governance work can be found in the section on
Corporate Governance at www.ferronordic.com.
42
43
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
SEK ’000
Note
Revenue
6
1 January 2014 to
31 December 2014
1 January 2013 to
31 December 2013
2,334,546
2,482,931
Cost of sales
(1,936,418)
(2,073,431)
Gross profit
398,128
409,500
(95,869)
(105,663)
(226,146)
(247,278)
6,585
1,468
(13,726)
(6,420)
68,972
51,607
Selling expenses
7
General and administrative expenses
Other income
Other expenses
8
Results from operating activities
Finance income
9
2,592
892
Finance costs
9
(36,577)
(81,353)
Net foreign exchange gains/(losses)
(9,043)
(27,979)
Result before income tax
25,944
(56,833)
(7,215)
12,899
18,729
(43,934)
(134,675)
-
Income tax
10
Result for the year
Other comprehensive income
Items that are or may be reclassified to profit or loss:
Foreign currency translation differences for foreign operations
Items that will never be reclassified to profit or loss:
Exchange differences on translating to presentation currency
-
(12,264)
Other comprehensive income for the year, net of income tax
(134,675)
(12,264)
Total comprehensive income for the year
(115,946)
(56,198)
(3.13)
(6.89)
Earnings per share
Basic earnings per share (SEK)
31
The consolidated statement of comprehensive income forms part of and shall be read together with the Notes to the consolidated financial statements.
44
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
SEK ’000
Note
31 december 2014
31 december 2013
ASSETS
Non-current assets
Intangible assets
12
42,544
96,249
Property, plant and equipment
11
224,688
250,470
Deferred tax assets
13
36,192
22,893
303,424
369,612
Total non-current assets
Current assets
Inventories
14
424,693
589,600
Trade and other receivables
15
265,412
338,516
706
709
Other assets
Prepayments
Cash and cash equivalents
16
Total current assets
TOTAL ASSETS
1,336
1,047
177,453
164,075
869,600
1,093,947
1,173,024
1,463,559
EQUITY AND LIABILITIES
Equity
17
Share capital
937
1,027
594,865
592,346
Translation reserve
(175,901)
(39,436)
Retained earnings
(48,373)
(16,136)
TOTAL EQUITY
371,528
537,801
Additional paid in capital
Non-current liabilities
Deferred tax liabilities
13
6,567
10,493
Long-term portion of finance lease liabilities
18
21,278
24,312
27,845
34,805
Total non-current liabilities
Current liabilities
Borrowings
18
246,370
162,800
Trade and other payables
21
491,736
657,756
Deferred income
19
7,508
15,446
Provisions
20
9,121
18,066
Short-term portion of finance lease liabilities
18
18,916
36,885
Total current liabilities
773,651
890,953
TOTAL LIABILITIES
801,496
925,758
1,173,024
1,463,559
TOTAL EQUITY AND LIABILITIES
Pledged Assets and Contingent Liabilities
Pledged Assets
18
209,135
197,098
Contingent Liabilities
25
-
6,321
The consolidated statement of financial position forms part of and shall be read together with the Notes to the consolidated financial statements.
45
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Attributable to equity holders of the Company
SEK ’000
Note
Balance 31 December 2013
Effect of change in functional currency
Additional
paid in capital
Share capital
1,027
3
Retained
earnings
592,346
Translation
reserve
(16,136)
Total equity
(39,436)
537,801
(90)
2,846
(966)
(1,790)
-
937
595,192
(17,102)
(41,226)
537,801
-
-
18,729
-
18,729
Foreign exchange differences
-
-
-
(134,675)
(134,675)
-
-
18,729
(134,675)
(115,946)
-
(50,000)
-
(50,000)
Balance 1 January 2014
Result for the year
Contribution by and distribution to owners
Preference shares dividends
17
-
Warrant cancellation
17
-
(327)
-
-
(327)
-
(327)
(50,000)
-
(50,327)
937
594,865
(48,373)
(175,901)
371,528
Total contributions and distributions
Attributable to equity holders of the Company
SEK ’000
Note
Additional
paid in capital
Share capital
Retained
earnings
Translation
reserve
Total equity
983
103,925
52,798
(27,172)
130,534
-
-
(43,934)
-
(43,934)
-
-
-
(12,264)
(12,264)
-
-
(43,934)
(12,264)
(56,198)
Result for the year
Issue of preference shares
17
44
487,852
-
-
487,896
17
-
-
(25,000)
-
(25,000)
Warrant issue
17
-
569
-
-
569
44
488,421
(25,000)
-
463,465
1,027
592,346
(16,136)
(39,436)
537,801
The consolidated statement of changes in equity forms part of and shall be read together with the Notes to the consolidated financial statements.
46
CONSOLIDATED STATEMENT OF CASH FLOWS
SEK ’000
Note
1 January 2014 to
31 December 2014
1 January 2013 to
31 December 2013
Cash flows from operating activities
25,944
(56,833)
102,718
101,254
Adjustments for:
Depreciation and amortisation
11, 12
Loss from write off of receivables
7,486
2,056
Profit on disposal of rental fleet
(6,877)
(6,693)
Finance cost
9
36,577
81,353
Finance income
9
(2,592)
(892)
Net foreign exchange losses
9,043
27,979
Other non-cash movements
-
2,459
Cash from operating activities before changes in working capital and provisions
Change in inventories
Change in trade and other receivables
Change in prepayments
172,299
150,683
(175,583)
(209,433)
(45,006)
(81,969)
(785)
743
Change in trade and other payables
34,845
259,297
Change in provisions
(4,549)
(6,046)
(308)
(43)
Change in other assets
Change in deferred income
Cash flows from operations before interest paid and tax paid
(3,978)
10,336
(23,065)
123,568
Proceeds from sale of rental fleet
36,012
26,182
Income tax paid
(1,335)
(11,037)
Interest paid
(36,579)
(96,667)
(24,967)
42,046
-
181
Cash flows from investing activities
Proceeds from sale of property, plant and equipment
Interest received
Acquisition of property, plant and equipment
Acquisition of intangible assets
2,592
783
(34,267)
(17,435)
(4,722)
(5,696)
(36,397)
(22,167)
-
597
-
(280,000)
849,306
281,623
Cash flows from financing activities
Proceeds from issue of warrants
Repayment of bonds
Proceeds from borrowings
Proceeds from preference share issue
Repayment of other loans
Distributions to preference shareholders
Leasing financing received
Leasing financing paid
Repayment of warrants
Net increase in cash and cash equivalents
-
362,182
(684,652)
(338,864)
(50,000)
-
41,523
9,545
(42,668)
(42,001)
(327)
-
113,182
(6,918)
51,818
12,961
Cash and cash equivalents at start of the year
164,075
165,671
Effect of exchange rate fluctuations on cash and cash equivalents
(38,440)
(14,557)
177,453
164,075
Cash and cash equivalents at year-end
16
The consolidated statement of cash flows forms part of and shall be read together with the Notes to the consolidated financial statements.
47
PARENT COMPANY INCOME STATEMENT
SEK ’000
Note
1 January 2014 to
31 December 2014
1 January 2013 to
31 December 2013
Revenue
15,794
28,215
Gross profit
15,794
28,215
(18,349)
(15,461)
Administrative expenses
7
Other expenses
Results from operating activities
Finance income
9
Finance costs
9
-
(44)
(2,555)
12,710
39,323
45,557
(1)
(58,319)
Net foreign exchange gains/(losses)
(4,616)
(33,386)
32,151
(33,438)
(7,000)
7,114
25,151
(26,324)
Income tax
10
Result for the year
PARENT COMPANY STATEMENT OF COMPREHENSIVE INCOME
SEK ’000
Result for the year
Note
1 January 2014 to
31 December 2014
1 January 2013 to
31 December 2013
25,151
(26,324)
Translation difference, expanded net investments in foreign operations
(69,676)
-
Other comprehensive income for the year, net of tax
(69,676)
-
(44,525)
(26,324)
Items that are or may be reclassified to profit or loss:
The income statement forms part of and shall be read together with the Notes to the consolidated financial statements.
48
PARENT COMPANY BALANCE SHEET
SEK ’000
Note
31 December 2014
31 December 2013
ASSETS
Non-current assets
11
30
11
Intangible assets
12
6,275
10,705
Financial assets
Holdings in group companies
28
192,162
192,105
Loans to group companies
26
199,021
285,178
Deferred tax assets
13
34,078
20,860
Total financial assets
425,261
498,143
Total non-current assets
431,566
508,859
19,298
44,007
353
323
Current assets
15
Prepayments
16
370
5,013
20,021
49,343
451,587
558,202
937
937
Share Premium Reserve
604,922
605,249
Translation reserve
(69,676)
-
Retained earnings
(138,075)
(61,751)
Result for the year
25,151
(26,324)
423,259
518,111
-
-
-
-
28,328
40,091
28,328
40,091
Total current assets
TOTAL ASSETS
EQUITY AND LIABILITIES
Equity
17
Restricted equity
Share capital
Unrestricted Equity
TOTAL EQUITY
18
Total non-current liabilities
Current liabilities
21
Total current liabilities
TOTAL LIABILITIES
TOTAL EQUITY AND LIABILITIES
Contingent Liabilities*
28,328
40,091
451,587
558,202
68,742
No assets had been pledged either as of 31 December 2014 or 31 December 2013.
* Guarantee in favor of Sberbank as security for credit facility to Ferronordic Machines LLC, a subsidiary.
The balance sheet forms part of and shall be read together with the Notes to the consolidated financial statements.
49
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
SEK ’000
Note
Share
capital
Share premium
reserve
Retained
earnings
Translation
reserve
Total
equity
937
605,249
(88,075)
-
518,111
-
-
25,151
-
25,151
-
-
-
(69,676)
(69,676)
-
-
25,151
(69,676)
(44,525)
-
-
(50,000)
-
(50,000)
-
(327)
-
-
(327)
Result for the year
Warrant cancellation
17
SEK ’000
Note
-
(327)
(50,000)
-
(50,327)
937
604,922
(112,924)
(69,676)
423,259
Share
capital
Share premium
reserve
893
Retained
earnings
116,828
Translation
reserve
(36,751)
Total
equity
-
80,970
Result for the year
(26,324)
(26,324)
-
-
(26,324)
-
44
-
(26,324)
487,852
-
-
487,896
-
(25,000)
-
(25,000)
Issue of preference shares
17
Warrant issue
17
-
569
-
-
569
44
488,421
(25,000)
-
463,465
937
605,249
(88,075)
-
518,111
The statement of changes in equity forms part of and shall be read together with the Notes to the consolidated financial statements.
50
PARENT COMPANY STATEMENT OF CASH FLOWS
SEK ’000
Note
1 January 2014 to
31 December 2014
1 January 2013 to
31 December 2013
32,151
(33,438)
Adjustments for:
Depreciation and amortisation
4,434
4,436
Finance costs
11,12
9
1
58,319
Finance income
9
(39,323)
(45,557)
4,616
33,386
Net foreign exchange losses
Cash from operating activities before changes in working capital and provisions
Change in trade and other receivables
Change in prepayments
Change in trade and other payables
Cash flows from operations before income tax and interest paid
Interest paid
1,879
17,146
18,632
(31,237)
(30)
266
(11,763)
2,906
8,718
(10,919)
-
(72,175)
8,718
(83,094)
37,050
56,663
Interest received
Acquisition of property, plant and equipment
(27)
Contributions to subsidiaries
(57)
(55,449)
36,966
1,214
-
(280,000)
Repayment of bonds
Distributions to shareholders
(50,000)
Proceeds from issue of preference shares
-
362,182
Proceeds from warrant issue
-
597
(327)
-
(50,327)
82,779
Repayment of warrants
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Effect of exchange rate fluctuations on cash and cash equivalents
Cash and cash equivalents at year-end
16
(4,643)
899
5,013
1,710
-
2,404
370
5,013
The statement of cash flows forms part of and shall be read together with the Notes to the consolidated financial statements.
51
CONTENT OF NOTES
52
1.
General information
53
2.
Basis of preparation
53
3.
Changes in accounting policies
53
4.
Significant accounting policies
54
5.
Determination of fair values
60
6.
Operating segment
60
7.
Selling, general and administrative expenses
61
8.
Other expenses
61
9.
Finance income and finance costs
61
10.
Income taxes
62
11.
63
12.
Intangible assets
66
13.
Deferred tax assets and liabilities
67
14.
Inventories
69
15.
70
16.
70
17.
Capital and reserves
70
18.
Borrowings
72
19.
Deferred income
73
20.
Provisions
73
21.
74
22.
Financial instruments and risk management
74
23.
Operating leases
79
24.
Capital commitments
79
25.
Contingencies
80
26.
Related party transactions
81
27.
Events subsequent to the reporting date
81
28.
Interest in Group companies
82
29.
Employees, Board and executive management
82
30.
Auditors’ fees and expenses
85
31.
Earnings per share
85
Notes
NOTE 1
»
GENERAL INFORMATION
Ferronordic Machines AB (the “parent company” or
the “company”) and its subsidiaries comprise the
“Group”. The company is a Swedish public limited
liability company with registered number 5567487953. The company’s registered office is located at
Hovslagargatan 5B, 111 48 Stockholm. The Group
has administrative offices in Stockholm and Moscow.
The Group’s principal activity is sales and service of
construction equipment in Russia. The Group is the
official dealer for Volvo CE and Terex Trucks but also
represents, sells and services high quality construction
equipment from other manufacturers.
Through its operations, the Group is exposed to the
Russian economic and financial markets, which have
characteristics of an emerging market. The legal and
fiscal frameworks continue to develop but remain
subject to varying interpretations and frequent
changes. Together with other legal and fiscal
impediments this contributes to the challenges faced
by entities operating in Russia. The consolidated
financial statements reflect management’s assessment
of the impact of the Russian business environment on
the Group’s operations and financial position. The
future business environment may differ from
management’s assessment (for information on
additional operational risk relating to the Ukraine
crisis and related sanctions, please see the Directors’
Report).
NOTE 2 » BASIS OF PREPARATION
STATEMENT OF COMPLIANCE
The consolidated financial statements have been
prepared in accordance with the International
Financial Reporting Standards (“IFRS”) issued by the
International Financial Standards Board (IASB) as
well as the interpretations of the IFRS Interpretations
Committee, as adopted by the European Union. RFR
1 on Supplementary Accounting Rules for Groups,
issued by the Swedish Financial Reporting Board, has
been applied. The annual accounts of the parent
company are prepared in accordance with the Swedish
Annual Accounts Act and RFR 2, Accounting for
Legal Entities, issued by the Swedish Financial
Reporting Board.
BASIS OF MEASUREMENT
The consolidated financial statements are prepared on
a historical cost basis.
FUNCTIONAL AND PRESENTATION CURRENCY
Items included in the various units of the Group are
valued in each Group company’s functional currency.
For all Group companies except the parent company
the functional currency is the Russian ruble (RUB).
For the parent company the functional currency is the
Swedish krona (SEK). The Group and the parent
company have selected the Swedish krona as
presentation currency. All amounts have been rounded
to the nearest thousands, except as otherwise noted.
USE OF ESTIMATES AND JUDGMENTS
The preparation of the consolidated financial
statements in conformity with IFRS requires
management to make judgments, estimates and
assumptions that affect the application of accounting
policies and the reported amounts of assets, liabilities,
income and expenses. Actual results may differ from
those estimates.
Estimates and assumptions are reviewed on an
ongoing basis. Changes are recognised in the period
when the estimates are changed and in future periods
affected.
Information about judgments that have the most
significant effect on the amounts recognised in the
consolidated financial statements is included in Note
4 (useful life and residual value of property, plant and
equipment), Note 20 (warranty provision) and Note 22
(allowance for trade receivables).
Information about assumptions and estimation for
which the risk of material adjustment within the next
financial year are substantial is included in Note 25
(Contingencies).
NOTE 3
»
CHANGES IN ACCOUNTING POLICIES
From 1 January 2014 the Group and the parent company
have selected the Swedish krona as presentation
currency. Previously the consolidated financial
statements were presented in euro. Management
believes that the Swedish krona is a more appropriate
presentation currency in the current environment. As
per 1 January 2014 the parent company’s functional
currency has been changed from the Russian ruble to
the Swedish krona, since the Swedish krona better
reflects the primary economic environment in which
the parent company operates, particularly since most
of the cash flow from financing activities are generated
in Swedish krona.
53
In connection with the change of functional currency,
all items of the parent company were recalculated
from euro to Swedish krona using the exchange rate
as at 1 January 2014. Comparative information of the
parent company was also recalculated from euro to
Swedish krona at the exchange rate as of 1 January
2014. Comparative information in the consolidated
financial information was recalculated from euro to
Swedish krona as if the new presentation currency
had always been applied.
Starting from 1 January 2014, the non-current loan
from the parent company to its subsidiary Ferronordic
Machines LLC is regarded as a net investment in a
foreign operation. Exchange differences arising on
monetary items that form part of a net investment in
a foreign operation are recognised in the statement of
comprehensive income.
NOTE 4 » SIGNIFICANT ACCOUNTING
POLICIES
The accounting policies set out below have been
applied consistently for all periods presented and have
been applied consistently by all Group entities, except
as described in Note 3 (Changes in accounting policies).
Subsidiaries are entities controlled by the Group. The
financial statements of the subsidiaries are included in
the consolidated financial statements from the date
when the Group obtains control over the entity until
the date when control ceases.
ELIMINATION OF GROUP TRANSACTIONS
Intra-Group balances and transactions, and any
unrealized income and expenses arising from
intra-Group transactions, are eliminated in preparing
the consolidated financial statements. Unrealized
losses are eliminated in the same way as unrealized
gains, but only to the extent there is no need for
impairment.
FOREIGN CURRENCY
Foreign currency transactions
Transactions in foreign currencies are translated to
the functional currency at the exchange rate on the
date of the transaction. Monetary assets and liabilities
in foreign currencies are translated to functional
currency at the exchange rate on the reporting date.
The foreign currency gain or loss on monetary items
comprises the difference between amortised cost in
the functional currency at the beginning of the period,
adjusted for effective interest and payments during
the period, and the amortised cost in foreign currency
translated at the exchange rate at the end of the
reporting period.
54
Non-monetary items in a foreign currency that are
measured in terms of historical cost are translated to
the functional currency at the exchange rate at the
date of the transaction.
Foreign currency differences arising in retranslation
are recognised in profit or loss.
Foreign operations
Assets and liabilities of foreign operations are
translated to Swedish krona at the exchange rates on
the reporting date. Income and expenses of foreign
operations are translated to Swedish krona at the
exchange rate on the transaction date.
Foreign currency differences are recognised in other
comprehensive income and presented in the foreign
currency translation reserve in equity.
When a foreign operation is disposed of such that the
Group’s control, significant influence or joint control
over the foreign operation is lost, the accumulated
translation reserve related to that foreign operation is
reclassified to profit or loss as part of the gain or loss
on disposal. When the Group disposes of only part of
its interest in a subsidiary that includes a foreign
operation while retaining control, the relevant
proportion of the accumulated amount is reattributed
to non-controlling interests.
Foreign exchange gains and losses arising from
receivables from or payables to a foreign operation,
and which are not expected to be settled in the
foreseeable future, form part of net investment in
foreign operations and are recognised in other
comprehensive income, and presented in the
translation reserve in equity.
FINANCIAL INSTRUMENTS
Non-derivative financial instruments comprise trade
and other receivables, cash and cash equivalents,
borrowings, and trade and other payables.
Non-derivative f inancial assets
The Group recognises loans, receivables and deposits
when they are originated. All other financial assets are
recognised when the Group becomes a party to the
contractual provisions of the instrument.
The Group derecognises financial assets when the
contractual rights to the cash flows from the assets
expire, or when the Group transfers the rights to
receive the contractual cash flows on the financial
assets in a transaction in which substantially all the
risks and rewards of ownership of the financial assets
are transferred. Any interest in transferred financial
assets that is created or retained by the Group is
recognised as a separate asset or liability.
Financial assets and liabilities are offset and the net
amount is presented in the statement of financial
position only when the Group has a legal right to
offset the amounts and intends either to settle on a
net basis or to realise the asset and settle the liability
simultaneously.
and do not require settlement in a variable number of
the Group’s equity instruments. Dividends on
preference shares are recognised as equity
distributions on approval by the company’s
shareholders at the general meeting.
The Group classifies non-derivative financial assets
into loans and receivables.
Recognition and measurement
Property, plant and equipment, except for land, is
measured at cost less accumulated depreciation and
impairment losses.
Loans and receivables
Loans and receivables are a category of financial
assets with fixed or determinable payments that are
not quoted in an active market. Such assets are
recognised initially at fair value plus any directly
attributable transaction costs. Subsequent to initial
recognition, loans and receivables are measured at
amortised cost using the effective interest method,
less any impairment losses. The category loans and
receivables includes trade and other receivables.
Cash and cash equivalents comprise cash balances,
call deposits and highly liquid investments with
maturities at initial recognition of three months or
less.
Non-derivative f inancial liabilities
Financial liabilities are recognised when the Group
becomes a party to the contractual provisions of the
instrument. The Group derecognises financial
liabilities when the contractual obligations are
discharged or cancelled or expire.
Financial liabilities are recognised initially at fair
value less any directly attributable transaction costs.
Subsequent to initial recognition, financial liabilities
are measured at amortised cost using the effective
interest method. The Group classifies non-derivative
financial liabilities into the category other financial
liabilities.
Other financial liabilities comprise borrowings, bank
overdrafts, and trade and other payables.
SHARE CAPITAL
Ordinary shares
Ordinary shares are classified as equity. Costs that are
directly attributable to the issue of ordinary shares
and share options are recognised as a deduction from
equity, net of any tax effects.
PROPERTY, PLANT AND EQUIPMENT
Cost includes expenditure that is directly attributable
to the acquisition of the asset. The cost of selfconstructed assets includes the cost of materials and
directly attributable labour costs, other costs directly
attributable to bringing the asset to a working
condition for its intended use, the cost of dismantling
and removing the items and restoring the site on
which they are located and capitalised borrowing
costs. Purchased software that is integral to the
functionality of the related equipment is capitalised as
part of that equipment.
When parts of an item of property, plant and
equipment have different useful lives, they are
accounted for as separate items. The gains or losses on
disposals of property, plant and equipment are
determined by comparing the proceeds from the
disposal with the carrying amount of property, plant
and equipment, and is recognised net within other
income/other expenses in profit or loss.
Subsequent costs
The cost of replacing a component of an item of
property, plant and equipment is recognised in the
carrying amount of the item if it is probable that the
future economic benefits embodied within the item
will flow to the Group, and its cost can be measured
reliably. The carrying amount of the replaced
component is derecognised. The costs of the
day-to-day servicing of property, plant and equipment
are recognised in profit or loss as incurred.
Depreciation
Depreciation is based on the cost of an asset less its
residual value. Significant components of individual
assets are assessed separately. If a component of an
asset has a useful life that is different from the
remainder of that asset, that component is depreciated
separately.
Preference shares
Preference shares are classified as equity since they
bear discretionary dividends, do not contain any
obligations to deliver cash or other financial assets
55
Depreciation is recognised in profit or loss on a
straight-line basis over the estimated useful life of
each item of property, plant and equipment. This
most closely reflects the expected pattern of
consumption of the future economic benefits
embodied in the asset. Leased assets are depreciated
over the shorter of either the lease term or the useful
life, unless it is reasonably certain that the Group will
obtain ownership of the asset by the end of the lease
term. Land is not depreciated.
The estimated useful lives of the Group’s intangible
assets are as follows:
• software and software licenses 2-5 years
• customer relations
6 years
• franchise agreement
6 years
The estimated useful life of significant items of
property, plant and equipment for the current and
comparative periods are as follows: :
• buildings and constructions
2-45 years
• machinery and equipment
2-16 years
• rental fleet
3 years
• office equipment
2-10 years
• cars
3-7 years
Leased assets
Leases for which the Group assumes substantially all
the risks and rewards of ownership are classified as
finance leases. Upon initial recognition the leased
asset is measured at an amount equal to the lower of
its fair value and the present value of the minimum
lease payments. Subsequent to initial recognition, the
asset is accounted for in accordance with the accounting
policy applicable to that asset. Leases for which the
Group does not assume substantially all the risks and
rewards of ownership are classified as operating leases.
The residual value established for all groups of
property, plant and equipment amounts to zero,
except for machines and equipment included in the
rental fleet, for which the residual value is accepted at
25% of the cost the assets after a three years rental
period.
Depreciation methods, useful lives and residual values
are reviewed at the end of each financial year and
adjusted if appropriate.
INTANGIBLE ASSETS
Intangible assets
Intangible assets acquired by the Group and which
have definite useful lives are measured at cost less
accumulated amortisation and accumulated
impairment losses.
Subsequent expenditure
Subsequent expenditures are capitalised only when
they increase the future economic benefits embodied
in the specific assets to which they relates. Other
expenditures, including expenditure on internally
generated goodwill and brands, are recognised in
profit or loss when incurred.
Amortisation
Amortisation is calculated over the cost of the asset
less residual value.
Except for goodwill, amortisation of intangible assets
is recognised in profit or loss on a straight-line basis
over the estimated useful lives of the assets from the
date when the assets become available for use. This
most closely reflects the expected pattern of consumption
of the future economic benefits embodied in the
assets.
56
Amortisation methods, useful lives and residual values
are reviewed at the end of each financial year and
adjusted if appropriate.
LEASES
Lease payments
Payments under operating leases are recognised in
profit or loss on a straight-line basis over the term of
the lease.
Minimum lease payments under finance leases are
apportioned between finance expenses and a
reduction of the lease obligations. The finance
expense is allocated to each period during the lease
term so as to produce a constant periodic rate of
interest on the remaining lease obligation.
INVENTORIES
Inventories are measured at the lower of cost and net
realisable value. The cost of inventories is based on
the first-in first-out principle, and includes
expenditure incurred in acquiring the inventories,
production or conversion costs and other costs
incurred in bringing them to their existing location
and condition.
Each unit of construction equipment kept in
inventory has a specifically identified cost. Net
realisable value is the estimated selling price in the
ordinary course of business, less the estimated costs of
completion and selling expenses.
IMPAIRMENT
Non-derivative f inancial assets
Financial assets not carried at fair value through profit
or loss are assessed at each reporting date to determine
whether there is any objective evidence that the assets
are impaired. A financial asset is impaired if objective
evidence indicates that a loss event has occurred after
the initial recognition of the asset, and that the loss
event had a negative effect on the estimated future
cash flows of that asset that can be estimated reliably.
Objective evidence that financial assets are impaired
can include default or delinquency by a debtor,
restructuring of an amount due to the Group on
terms that the Group would not consider otherwise,
indications that a debtor will become bankrupt,
adverse changes in the payment status of debtors
in the Group, economic conditions that correlate with
defaults.
Loans and receivables
The Group considers evidence of impairment for
loans and receivables at both a specific asset and
collective level. All significant loans and receivables
are assessed for specific impairment. Significant loans
and receivables found not to be impaired individually
are then collectively assessed for any impairment that
has been incurred but not yet identified.
In assessing collective impairment the Group uses
historical trends of the probability of default, timing
of recoveries and the amount of loss incurred,
adjusted for management’s judgement as to whether
current economic and credit conditions are such that
the actual losses are likely to be greater or less than
suggested by historical trends.
An impairment loss in respect of a financial asset,
measured at amortised cost, is calculated as the
difference between its carrying amount and the
present value of the estimated future cash flows,
discounted at the asset’s original effective interest rate.
Losses are recognised in profit or loss and reflected in
an allowance account against loans and receivables.
Interest on the impaired asset continues to be
recognised through the unwinding of the discount. If
a subsequent event causes the amount of an
impairment loss to decrease, the decrease is reversed
through profit or loss.
Non-f inancial assets
Except for inventories and deferred tax assets, the
carrying amounts of the Group’s non-financial assets
are reviewed at each reporting date to determine
whether there is any indication of impairment. If any
such indication exists the asset’s recoverable amount
is estimated.
Assets that cannot be impairment tested individually
are grouped together into the smallest group of assets
that generates cash inflows from continuing use that
are largely independent of the cash inflows of other
assets or cash-generating unit. The recoverable
amount of an asset or cash-generating unit is the
greater of its value in use and its fair value less costs to
sell. In assessing value in use, the estimated future
cash flows are discounted to their present value using
a pre-tax discount rate that reflects current market
assessments of the present value and the risks specific
to the asset or cash-generating unit. An impairment
loss is recognised if the carrying amount of an asset or
its related cash-generating unit exceeds the estimated
recoverable amount of the asset.
Impairment losses are recognized in profit or loss.
EMPLOYEE BENEFITS
Termination benef its
Termination benefits are recognised as an expense
when the Group is committed demonstrably, without
realistic possibility of withdrawal, to a formal detailed
plan to either terminate employment before the
normal retirement date, or to provide termination
benefits as a result of an offer made to encourage
voluntary redundancy. Termination benefits for
voluntary redundancies are recognised as an expense if
the Group has made an offer of voluntary redundancy,
it is probable that the offer will be accepted, and the
number of acceptances can be estimated reliably. If
benefits are payable more than 12 months after the
reporting date, then they are discounted to their
present value.
Short-term benef its
Short-term employee benefit obligations are
measured on an undiscounted basis and are expensed
as the related service is provided. A liability is
recognised for the amount expected to be paid under
short-term cash bonus plans if the Group has a
present legal or constructive obligation to pay this
amount as a result of past service provided by the
employee, and the obligation can be estimated
reliably.
Def ined contribution plans
A defined contribution plan is a post-employment
benefit plan under which an entity pays fixed
contributions into defined contribution pension plans
(including the Russian State Pension Fund) without
any legal or constructive obligation to pay further
amounts. Obligations for contributions to defined
contribution plans are recognised as an employee
benefit expense in profit or loss in the periods during
which related services are rendered by employees.
57
WARRANTIES
In accordance with the dealer agreement with Volvo,
the Group provides a one year warranty on all new
Volvo CE machines sold by the Group. Volvo CE
reimburses the Group for costs incurred as a result of
these warranties at agreed rates and amounts. The
Group records both the gross provision amount for
the warranty and the related receivable from Volvo
CE. The provisions for warranties are recognised
when the machines that the warranties relate to are
sold. The provision is based on historical data.
In addition to warranties included in the price of sold
machines, the Group offers customers extended
warranties for periods of 2-3 years. The revenue on
such contracts is recognized by the Group evenly
during the contract term. When the Group sells
extended warranties to customers it also purchases a
corresponding extended warranty from Volvo CE.
Extended warranties purchased from Volvo CE are
recognized as other receivables and amortised to
profit and loss evenly during the contract term.
REVENUE
Goods sold
Revenue from the sales of goods is measured at the
fair value of the consideration received or receivable,
net of returns and discounts. Revenue is recognised
when persuasive evidence exists that the significant
risks and rewards of ownership of the goods have
been transferred to the customer, recovery of the
consideration is probable, the associated costs and
possible return of goods can be estimated reliably,
there is no continuing management involvement with
the goods, and the amount of revenue can be
measured reliably. If it is probable that discounts will
be granted and the amount can be measured reliably,
then the discount are recognised as a reduction of
revenue when the sales are recognised.
The timing of the transfers of risks and rewards can
vary depending on the individual shipping and delivery
terms of the sales agreement. Customers generally do
not have any right of return and transfers occur upon
receipt by the customer.
Services
Revenue from sales of services is normally recognised
in profit or loss when the relevant services are
completed and invoiced. Revenue from services
rendered on uncompleted work is recognised in profit
or loss in proportion to the stage of completion of the
transaction at the reporting date. The stage of
completion is assessed by reference to surveys of work
performed and estimates of time to completion.
58
FINANCE INCOME AND COSTS
Finance income comprises interest income. Interest
income is recognised as it accrues in profit or loss,
using the effective interest method.
Finance costs comprise interest expense on borrowings
and finance leases. Borrowing costs that are not
directly attributable to the acquisition, construction or
production of a qualifying asset are recognised in
profit or loss using the effective interest method.
Foreign currency gains and losses are reported on a
net basis depending on the foreign currency
movements (net gain or net loss).
INCOME TAXES
Income tax comprises current and deferred tax.
Current tax and deferred tax are recognised in profit
or loss, except if the tax relates to a business
combination or items recognised directly in equity or
in other comprehensive income.
Current tax is the expected tax payable or receivable
on the taxable income or loss for the period, using tax
rates enacted or substantively enacted at the reporting
date, and any adjustment to tax payable in respect of
previous years.
Deferred tax is recognised in respect of temporary
differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the
amounts used for taxation purposes. Deferred tax is
not recognised for taxable differences arising on the
initial recognition of goodwill. Deferred tax is
measured at the tax rates that are expected to be
applied to the temporary differences when they
reverse, based on the laws that have been enacted or
substantively enacted by the reporting date.
Deferred tax assets and liabilities are offset if there is
a legally enforceable right to offset current tax assets
and liabilities, and the tax assets and liabilities relate
to income taxes levied by the same tax authority on
the same taxable entity, or on different entities, but
they intend to settle current tax liabilities and assets
on a net basis or their tax assets and liabilities will be
realised simultaneously.
In accordance with Russian tax legislation, tax losses
and current tax assets of one Group company cannot
be offset against taxable profits and current tax
liabilities of other Group companies. In addition, the
tax base is determined separately for each of the Group’s
main activities and, therefore, tax losses and taxable
profits related to different activities cannot be offset.
A deferred tax asset for unused tax losses, tax credits
and deductible temporary differences is recognized if
it is probable that taxable profits will be available in
the future against which the deferred tax assets can be
utilised. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is
no longer probable that the related tax benefit will be
realised.
NEW STANDARDS AND INTERPRETATIONS NOT
YET ADOPTED
A number of new standards, amendments to
standards, and interpretations had not yet become
effective on 31 December 2014, and have thus not
been applied in preparing these consolidated financial
statements. Except for IFRS 9 Financial Instruments,
which becomes mandatory for the Group’s
consolidated financial statements no earlier than 2018
and could change the classification and measurement
of the Group’s financial assets, and except for IFRS
15 Revenue from contracts with customers, which
becomes mandatory for the Group’s consolidated
financial statements no earlier than 2017 and which
will result in enhanced disclosures about revenue and
have an impact on the recognition of revenue, the new
standards are not expected to have a significant effect
on the consolidated financial statements of the Group.
INFORMATION ABOUT THE PARENT COMPANY
Parent Company accounting principles
The parent company prepares its annual accounts in
accordance with the Swedish Annual Accounts Act
and RFR 2, Accounting for Legal Entities, issued by
the Swedish Financial Reporting Board. RFR 2 states
that the annual accounts for the legal entity should be
prepared by applying all IFRS statements adopted by
the EU insofar as this is possible under the Swedish
Annual Accounts Act and with regard to the
relationship between accounting and taxation. The
stated accounting policies have been applied
consistently for all periods presented.
Differences between the accounting policies applied for
the Group and the parent company
Differences between accounting policies applied for
the Group and for the parent company are described
in the following.
Accounts Act, while the report of changes in equity
and cash flow analysis are based on IAS 1
Presentation of Financial Statements and IAS 7
Consolidated cash flow statements.
Subsidiaries
The parent company recognizes holdings in
subsidiaries at cost less impairment losses, if any.
Expenses attributable to business combinations are
included in the parent company’s acquisition cost.
Contingent consideration is valued according to the
likelihood that the consideration will be paid.
Changes to the provision/receivable result in an
increase/decrease to the cost of acquisition. In the
consolidated financial statements, conditional
consideration is reported at fair value, with changes in
value reported in the statement of comprehensive
income.
Financial instruments and hedge accounting
Because of the connection between accounting and
taxation, the rules on financial instruments and hedge
accounting in IAS 39 are not applied by the parent
company.
In the parent company, financial assets are measured
at cost less any impairment, and financial current
assets are measured at the lower of cost and net
realizable value. The acquisition cost for fixed-income
instruments is adjusted for the accrued difference
between initial cost, less transaction costs, and the
sum paid on the closing date (premiums and
discounts).
Leases
The parent company classifies all leases as operating
leases, which means that lease expenses are recorded
as operating expenses in the income statement.
Shareholders´ contributions
Shareholders´ contributions are recognized in the
parent company’s balance sheet as an increase of the
carrying value of the shares.
Classif ication and presentation
The parent company uses the terms ‘income
statement’ and ‘balance sheet’ for the reports whereas
the Group uses ‘consolidated statement of
comprehensive income’ and ‘consolidated statement of
financial position’. The income statement and balance
sheet for the parent company are presented according
to the structure that follows from the Swedish Annual
59
NOTE 5
»
DETERMINATION OF FAIR VALUE
Some of the Group’s accounting policies and
disclosures require the determination of fair value for
both financial and non-financial assets and liabilities.
When measuring the fair value of an asset or a
liability, the Group uses market observable data as far
as possible. Fair values are categorised into different
levels as follows.
• Level 1: quoted prices (unadjusted) in active
markets for identical assets or liabilities
• Level 2: other inputs that are observable for the
asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices)
• Level 3: other inputs for the asset or liability that
are not based on observable market data
(unobservable inputs)
If the inputs used to measure the fair value might be
categorised in different levels, then the fair value
measurement is categorised in its entirety in the same
level as the lowest level input that is significant to the
entire measurement.
Changes in levels are recognized at the end of the
period when the change occurred.
Fair values have been determined for measurement
and for disclosure purposes based on the following
methods. When applicable, further information about
the assumptions made in determining fair values is
disclosed in the notes specific to that asset or liability.
Fair values of loans payable and finance leases were
calculated based on the present value of future cash
flows from principal and interest, discounted at the
market rate of interest at the reporting date (level 2).
For finance leases the market rate of interest is
determined by reference to similar lease agreements.
The Group has not disclosed the fair values of
short-term receivables and payables since the carrying
amounts reasonably are the same as the fair values.
NOTE 6
»
OPERATING SEGMENT
Management has determined the operating segment
based on reports reviewed by the chief operating
decision maker. The Group has one reportable
segment, Equipment Distribution. This segment
comprises sale and rental of new and used equipment
as well as aftermarket support (parts and service) to
customers operating in, inter alia, infrastructure,
construction, mining, oil & gas, forestry and industrial
operations.
60
Revenue from Equipment Distribution
Group
SEK ’000
Equipment Sales
2014
Equipment Rentals
1,903,733
61,965
44,653
524,340
534,545
1,735
-
2,334,546
2,482,931
Aftermarket
Other revenue
Total revenues
2013
1,746,506
The Group operates in one geographic area: Russia.
In 2014 no customer represented more than 4% of
the Group’s total revenue.
The chief operating decision maker assesses the
performance of the operating segment based on
adjusted earnings before interest, tax, depreciation and
amortization (EBITDA).
Reconciliation of EBITDA to profit
SEK ’000
EBITDA
Depreciation and
amortisation
Net foreign exchange
losses
Finance income
Finance costs
2014
2013
171,690
152,861
(102,718)
(101,254)
(9,043)
(27,979)
2,592
892
(36,577)
(81,353)
Profit/(loss) before
income tax
25,944
(56,833)
Income tax
(7,215)
12,899
Result for the period
18,729
(43,934)
Total assets, equity and liabilities, and capital
expenditure, provided to the chief operating decision
maker, are measured in a manner consistent with that
in the consolidated financial statements for 2014 and
for the comparative period in 2013.
NOTE 7 » SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
NOTE 9 » FINANCE INCOME AND
FINANCE COSTS
Selling expenses:
Group
Group
SEK ’000
SEK ’000
Interest income on bank
deposits
2014
Personnel related expenses
2013
90,909
100,912
4,960
4,751
95,869
105,663
Other selling expenses
2014
Finance income
Interest expense on finance
leasing obligation
General and Administrative expenses:
Group
SEK ’000
2014
2,592
892
(15,655)
-
(56,947)
(25,426)
(8,751)
Finance costs
(36,577)
(81,353)
Net finance costs
(33,985)
(80,461)
2013
95,991
87,852
Depreciation & amortisation
57,909
75,953
Parent Company
Rent
31,812
33,433
SEK ’000
Other operating expenses
40,434
50,040
226,146
247,278
Interest income on loan to
subsidiary
Parent Company
SEK ’000
892
(11,151)
Interest expenses on bonds
Interest expense on bank
loans
2013
2,592
Interest income on bank
deposits
Finance income
2014
2013
Interest expenses on bonds
2014
2013
39,201
45,557
122
-
39,323
45,557
-
(58,319)
10,906
6,868
Other
(1)
-
Depreciation & amortisation
4,434
4,438
Finance costs
(1)
(58,319)
Other operating expenses
3,009
4,155
Net finance costs
39,322
(12,762)
18,349
15,461
NOTE 8
»
OTHER EXPENSES
No interest income or interest expenses relate to
financial instruments measured at fair value through
profit or loss.
Group
SEK ’000
2014
2013
Bank services
4,311
1,152
Impairment loss on trade
receivables
7,511
2,056
Sundry
1,904
3,212
13,726
6,420
61
NOTE 10
»
INCOME TAXES
The parent company is a tax resident of Sweden where the tax rate for 2014 was 22% (same as 2013). The other
Group companies are tax residents of Russia where the applicable tax rate is 20%. Income tax is calculated
separately for each subsidiary by multiplying the applicable tax rate with the taxable results for the period. The
applicable tax rate of the Group in 2014, calculated on a weighted-average basis, was 22.1% (compared to 23.9%
in 2013).
Group
SEK ’000
Current tax expense
2014
Parent Company
2013
2014
(1,335)
(4,349)
Deferred tax (expense)/benefit
(5,880)
Total income tax (expense)/benefit
(7,215)
2013
-
-
17,248
(7,000)
7,114
12,899
(7,000)
7,114
Reconciliation of effective tax rate:
Group
SEK ’000
Result for the year
Total income tax expense/(benefit)
2014
2013
18,729
(43,934)
7,215
(12,899)
Profit/(loss) excluding income tax
25,944
100
(56,833)
100
Income tax at applicable tax rate
(5,708)
(22.1)
13,583
(23.9)
1,761
(3.1)
(1,507)
(5.8)
(2,445)
4.3
(7,215)
(27.9)
12,899
(22.7)
Adjustments to current income tax for previous periods
Non-deductible expenses
-
Parent Company
SEK´000
Result for the year
2013
25,151
(26,324)
Total income tax expense/(benefit)
7,000
Profit/(loss) excluding income tax
32,151
100
33,438
100
Income tax at applicable tax rate
(7,073)
(22.0)
7,114
(21.3)
73
0.2
-
-
(7,000)
(21.8)
7,114
(21.3)
Other items
62
2014
(7,114)
NOTE 11
»
PROPERTY, PLANT AND EQUIPMENT
Group
SEK´000
Buildings
and
constructions
Land
Machinery
and
equipment
Office
equipment
Rental fleet
Under
construction
Cars
Total
Cost or deemed cost
16,901
47,854
32,570
150,796
11,294
62,077
27,097
348
2,062
4,829
-
376
22,590
12,039
42,244
Transfers from inventory
-
-
-
135,319
-
-
-
135,319
Disposals
-
-
-
-
-
(12,942)
(80)
(13,022)
Transfers to inventory
-
-
-
(61,974)
-
-
-
(61,974)
Transfers
-
1,603
2,452
299
46
1,111
(5,511)
-
Translation difference
(5,412)
(15,559)
(10,137)
(63,285)
(4,462)
(21,564)
(9,819)
(130,238)
11,837
35,960
29,714
161,155
7,254
51,272
23,726
320,918
-
4,803
11,624
42,212
8,285
31,195
-
98,119
Depreciation for the period
-
3,651
7,625
46,698
994
9,485
-
68,453
Disposals
-
-
-
-
-
(3,810)
-
(3,810)
-
-
-
(28,554)
-
-
-
(28,554)
-
(2,106)
(5,106)
(16,998)
(2,769)
(10,999)
-
(37,978)
-
6,348
14,143
43,358
6,510
25,871
-
96,230
1 January 2014
16,901
43,051
20,946
108,584
3,009
30,882
27,097
250,470
31 December 2014
11,837
29,612
15,571
117,797
744
25,401
23,726
224,688
Additions
348,589
Depreciation and
impairment losses
Carrying amounts
SEK´000
Buildings
and
constructions
Land
Machinery
and
equipment
Office
equipment
Rental fleet
Under
construction
Cars
Total
Cost or deemed cost
17,785
18,862
22,110
112,119
11,443
53,173
55,138
290,630
433
7,257
13,650
-
709
13,632
5,233
40,914
-
-
-
83,317
-
-
-
83,317
Disposals
-
(2,872)
(1,220)
-
-
(467)
(3,088)
(7,647)
-
-
-
(35,050)
-
-
-
(35,050)
Transfers
-
26,876
-
-
-
-
(26,876)
-
(1,317)
(2,269)
(1,970)
(9,590)
(858)
(4,261)
(3,310)
(23,575)
16,901
47,854
32,570
150,796
11,294
62,077
27,097
348,589
-
2,266
4,376
30,261
6,962
11,763
-
55,628
-
2,863
7,949
25,301
1,886
21,106
-
59,105
Disposals
-
(78)
(156)
-
-
(216)
-
(450)
-
-
-
(10,717)
-
-
-
(10,717)
-
(248)
(545)
(2,633)
(563)
(1,458)
-
(5,447)
-
4,803
11,624
42,212
8,285
31,195
-
98,119
1 January 2013
17,785
16,596
17,734
81,858
4,481
41,410
55,138
235,002
31 December 2013
16,901
43,051
20,946
108,584
3,009
30,882
27,097
250,470
Additions
Depreciation and
impairment losses
Carrying amounts
Depreciation expenses of SEK 44,809 thousand (SEK 25,301 thousand) have been charged to cost of sales, and
SEK 23,644 thousand (SEK 33,804 thousand) have been charged to general and administrative expenses.
63
CHANGE IN USEFUL LIVES
During 2013, the Group reconsidered the expected useful life of cars under finance leasing. Cars that
management previously intended to sell after three years are now expected to be used for seven years from the
date of purchase. As a result, the expected useful lives of these assets have increased. The effect of these changes
on depreciation, recognised in general and administrative expenses, in current and future periods is as follows:
SEK ’000
(Decrease)/increase in depreciation expense
2013
2014
2015
2016
Later
(5,303)
(10,866)
(3,089)
2,902
16,356
Machines and cars under finance leases:
SEK ’000
Rental fleet
Cars
Total
Cost or deemed cost
Additions
Buy-out from finance lease
Depreciation and impairment losses
53,301
57,426
-
5,006
110,727
5,006
37,899
-
37,899
(32,387)
-
(32,387)
-
(17,567)
(17,567)
(17,659)
(14,771)
(32,430)
41,154
30,094
71,248
Rental fleet
Cars
Total
22,088
28,900
50,988
Depreciation for the year
13,881
5,459
19,340
(19,855)
-
(19,855)
-
(14,102)
(14,102)
(5,418)
(6,899)
(12,317)
10,696
13,358
24,054
Buy-out from finance lease
Carrying amounts
1 January 2014
31,213
28,526
59,739
31 December 2014
30,458
16,736
47,194
SEK ’000
Rental fleet
Cars
Total
Cost or deemed cost
76,206
49,261
125,467
-
12,119
12,119
9,550
-
9,550
(27,395)
-
(27,395)
(5,060)
(3,954)
(9,014)
53,301
57,426
110,727
Additions
Rental fleet
Cars
Total
20,801
10,546
31,347
Depreciation for the year
12,119
19,688
31,807
(8,987)
-
(8,987)
(1,845)
(1,334)
(3,179)
22,088
28,900
50,988
Carrying amounts
1 January 2013
55,405
38,715
94,120
31 December 2013
31,213
28,526
59,739
Cash flows relating to purchases and sales of construction equipment included in the rental fleet are classified as
operating cash flows in the consolidated statement of cash flows.
64
Parent Company
SEK ’000
Office equipment 2014
Cost or deemed cost
SEK ’000
Office equipment 2013
Cost or deemed cost
36
Additions
23
Additions
-
Disposals
-
Disposals
-
-
-
59
36
36
25
16
4
9
Disposals
-
Disposals
-
-
29
Carrying amounts
25
Carrying amounts
30
31 December 2013
11
65
NOTE 12
»
INTANGIBLE ASSETS
Group
SEK ’000
Software and
software licences
Customer
relationship
Franchise
agreement
Total
Cost
Additions – internally developed
Acquisitions – separately acquired
13,298
134,413
84,969
232,680
2,879
-
-
2,879
2,211
-
-
2,211
Disposals
(5,839)
-
-
(5,839)
(3,918)
(41,337)
(26,126)
(71,381)
8,631
93,076
58,843
160,550
Amortisation
Amortisation for the year
Software and
software licences
Customer
relationship
Franchise
agreement
Total
5,410
80,273
50,748
136,431
1,265
20,218
12,782
34,265
(3,815)
-
-
(3,815)
(904)
(29,391)
(18,580)
(48,875)
1,956
71,100
44,950
118,006
6,675
21,976
13,893
42,544
Disposals
Carrying amounts
31 December 2014
SEK ’000
Software and
software licences
Customer
relationship
Franchise
agreement
Total
Cost
Additions – internally developed
Acquisitions – separately acquired
Disposals
12,761
145,009
91,672
249,442
2,673
-
-
2,673
3,131
-
-
3,131
(4,299)
-
-
(4,299)
(968)
(10,596)
(6,703)
(18,267)
13,298
134,413
84,969
232,680
Amortisation
Amortisation for the year
Software and
software licences
Customer
relationship
Franchise
agreement
Total
5,515
62,436
39,464
107,415
4,498
23,067
14,584
42,149
(4,299)
-
-
(4,299)
(304)
(5,230)
(3,300)
(8,834)
5,410
80,273
50,748
136,431
7,888
54,140
34,221
96,249
Disposals
Carrying amounts
31 December 2013
66
a) Amortization
Amortization expenses of SEK 34,265 thousand (SEK 42,149 thousand) have been recognized as general and
administrative expenses during the year.
Franchise agreement and customer relationships arise from a license agreement with CJSC Volvo Vostok. The
duration of the agreement is six years, ending in 2016. The Group does not have an unconditional right to
prolong the license. Hence, the useful lives of the licenses have been limited to six years. At 31 December 2014
the remaining amortization period for the licenses was 17 months.
Parent Company
SEK ’000
License 2014
26,577
Amortization and impairment losses
SEK ’000
License 2013
26,577
Amortization and impairment losses
15,872
11,443
Amortisation for the period
4,430
Amortisation for the period
4,429
20,302
15,872
Carrying amounts
Carrying amounts
31 December 2014
NOTE 13
»
6,275
31 December 2013
10,705
DEFERRED TAX ASSETS AND LIABILITIES
(a) Recognised deferred tax assets and liabilities
Group 31 December 2014
SEK ’000
Assets
Liabilities
Net
7,862
-
7,862
Intangible assets
-
(8,427)
(8,427)
Inventories
-
(1,084)
(1,084)
-
(14,340)
(14,340)
449
-
449
Provisions
1,824
-
1,824
Deferred income
1,502
-
1,502
1,452
-
1,452
-
(43)
(43)
6,188
-
6,188
Prepayments
Tax loss carry-forwards
34,242
-
34,242
Tax assets/ (liabilities)
53,519
(23,894)
29,625
Set off of tax
Net tax assets/(liabilities)
(17,327)
17,327
-
36,192
(6,567)
29,625
Parent Company 31 December 2014
SEK ’000
Assets
Liabilities
Net
34,078
-
34,078
34,078
-
34,078
67
Group 31 December 2013
SEK ’000
Assets
Liabilities
Net
3,304
-
3,304
Intangible assets
-
(19,010)
(19,010)
Inventories
-
(1,250)
(1,250)
-
(12,419)
(12,419)
Provisions
3,616
-
3,616
Deferred income
3,089
-
3,089
3,491
-
3,491
2,500
-
2,500
8,053
-
8,053
21,026
-
21,026
Tax assets/(liabilities)
45,079
(32,679)
12,400
Set off of tax
(22,186)
22,186
-
22,893
(10,493)
12,400
Parent Company 31 December 2013
SEK ’000
Assets
Liabilities
Net
20,860
-
20,860
20,860
-
20,860
(b) Changes in deferred tax in temporary differences and loss carry-forwards
Group
SEK ’000
1 January 2014
Recognised
in profit or loss
Recognised in
other comprehensive
income
Effect of
movement in
exchange rates
31 December 2014
3,304
7,484
-
(2,926)
7,862
(19,010)
6,360
-
4,223
(8,427)
(1,250)
(293)
-
459
(1,084)
(12,419)
(7,707)
-
5,786
(14,340)
603
-
(154)
449
8,053
340
-
(2,205)
6,188
Provisions
3,616
(913)
-
(879)
1,824
Deferred income
3,089
(856)
-
(731)
1,502
3,491
(1,296)
-
(743)
1,452
Intangible assets
Inventories
Prepayments
2,500
(2,382)
-
(161)
(43)
21,026
(7,220)
19,652
784
34,242
12,400
(5,880)
19,652
3,453
29,625
Parent Company
SEK ’000
68
1 January 2014
Recognised
in profit or loss
Recognised in
other comprehensive
income
Effect of
movement in
exchange rates
31 December 2014
21,141
(7,000)
19,652
-
Changes in exchange rates
(281)
566
-
-
33,793
285
20,860
(6,434)
19,652
-
34,078
Foreign exchange differences in the amount of SEK 89,328 thousand related to the intercompany loans from the
parent company to Ferronordic Machines LLC were recognized in other comprehensive income since the loans
form part of net investments in foreign operations. The tax effect of the exchange differences was also recognized
in other comprehensive income in the amount of SEK 19,652 thousand.
Group
SEK ’000
1 January 2013
Intangible assets
Recognised
in profit or loss
Recognised
directly in equity
Effect of
movement in
exchange rates
31 December 2013
(2,413)
5,700
-
17
3,304
(27,909)
7,058
-
1,841
(19,010)
Inventories
(1,068)
(276)
-
94
(1,250)
(9,806)
(3,408)
-
795
(12,419)
6,488
2,093
-
(528)
8,053
Provisions
5,161
(1,211)
-
(334)
3,616
Deferred income
1,422
1,825
-
(158)
3,089
974
2,664
-
(147)
3,491
7,040
(4,143)
-
(397)
2,500
Tax loss carry-forward
10,547
6,946
3,270
263
21,026
(9,564)
17,248
3,270
1,446
12,400
Recognised in
income statement
Recognised
directly in equity
10,480
7,114
3,352
-
20,946
Changes in exchange rates
363
(449)
-
-
(86)
10,843
6,665
3,352
-
20,860
Parent Company
SEK ’000
1 January 2013
NOTE 14
»
Effect of
movement in
exchange rates
31 December 2013
INVENTORIES
Group
SEK ’000
Parent Company
31 December 2014
31 December 2013
31 December 2014
31 december 2013
Raw materials and consumables
5,925
3,825
-
-
Work in progress
8,271
9,633
-
-
Goods for resale
410,497
576,142
-
-
424,693
589,600
-
-
In 2014 raw materials, consumables and changes in finished goods and work in progress recognised as cost of
sales amounted to SEK 1,852,716 thousand (SEK 1,991,536 thousand). In 2014 the write-down of inventories
to net realisable value amounted to SEK 3,937 thousand (SEK 2,560 thousand). The write-down is included in
cost of sales.
69
NOTE 15
»
TRADE AND OTHER RECEIVABLES
Group
SEK ’000
Trade receivables
Parent Company
31 December 2014
31 December 2013
214,082
272,510
Trade receivables due from subsidiaries
31 December 2014
31 December 2013
-
-
-
17,348
43,289
7,799
5,872
3
656
Warranty claims
8,848
14,648
-
-
Other receivables
34,683
45,486
1,947
62
265,412
338,516
19,298
44,007
VAT receivable
Other receivables include prepaid income tax in the amount of SEK 5,265 thousand as at 31 December 2014
(SEK 6,688 thousand).
The Group’s exposure to credit and currency risks and impairment losses related to trade and other receivables
are disclosed in Note 22 (Financial instruments and risk management).
NOTE 16
»
CASH AND CASH EQUIVALENTS
Group
SEK ’000
31 December 2014
Bank balances
Parent Company
31 December 2013
31 December 2014
31 December 2013
16,042
55,774
336
4,977
Call deposits
161,411
108,301
34
36
177,453
164,075
370
5,013
The Group’s exposure to interest rate risk and a sensitivity analysis for financial assets and liabilities are disclosed
in Note 22 (Financial instruments and risk management).
NOTE 17
» CAPITAL AND RESERVES
(a) Share capital and additional paid-in capital
The table below indicates changes in the number of shares in the parent company in 2013 and 2014.
Ordinary shares
Number of shares unless otherwise stated
In issue 1 January
Preference shares
2013
2014
2013
10,000,000
100,000
500,000
-
Issued for cash
-
-
-
377,600
Settled against bonds payable
-
-
122,400
Share split
-
9,900,000
-
-
10,000,000
10,000,000
500,000
500,000
SEK 0.089
SEK 0.089
SEK 0.089
SEK 0.089
In issue 31 December, fully paid
Par value per share
70
2014
Each ordinary share carries one voting right at the
general meeting. Each preference share carries one
tenth voting right at the general meeting of.
The preference shares were issued in October 2013.
Gross proceeds from the issue amounted to SEK 500
million. Consultancy costs and legal fees directly
attributable to the issue, amounting to SEK 12,104
thousand (net of tax of SEK 3,270 thousand). The net
proceeds from the issue amounted to SEK 487,896
thousand. The excess of net proceeds over par value of
the newly issued preference shares was recognised in
additional paid in capital in the amount of SEK
487,852 thousand
Preferential right to dividends and other terms of the
preference shares are set out in the parent company’s
articles of association, available on the Group’s
website. Since 3 December 2013 the preference shares
are listed on NASDAQ OMX First North Premier in
Stockholm.
Following the change of the parent company’s
functional and presentation currency from euro to
Swedish krona, the parent company’s share capital
and the par value of the shares in the parent company
were translated from euro to Swedish krona, using the
exchange rate SEK/EUR 8.9283. In the table above,
the same exchange rate has been used when
translating the par value for 2013 (EUR 0.01) from
euro to Swedish krona.
(b) Translation reserve
The translation reserve comprises all foreign currency
differences arising out of translation of financial
information of foreign operations from functional
currency to presentation currency.
(c) Warrants
In accordance with the decision of the extraordinary
general meeting on 24 May 2013, the parent company
offered selected executives the opportunity to acquire
warrants issued by the parent company. Anders
Blomqvist, Lars Corneliusson and Erik Eberhardson
did not participate in the program. The number of
outstanding warrants under this program amount to
2,279. The warrants were purchased at market value.
Each warrant entitles its holders to subscribe for 100
ordinary shares in the parent company at a
subscription price of EUR 6.50 per share, subject to
the fulfilment of certain profitability targets. At the
board meeting on 20 May 2014 the board concluded
that these targets had been met. The warrants become
exercisable on the earliest of (i) 1 May 2016 or (ii) the
day falling 18 months after the day when ordinary
shares in the company started to trade on a European
stock exchange or another regulated market. The
warrants cease to be exercisable on 31 May 2016.
For the annual general meeting 2015, the board has
proposed that the company should offer current
warrant holder to repurchase the warrants under this
program.
Ferronordic Machines previously had a warrants
program for certain non-executive board members. In
June 2014, in accordance with the resolution of the
AGM in May 2014, all warrants under this program
were repurchased. The total purchase price was SEK
327,122. No warrants under the 2011/2016 program
are outstanding after the repurchase.
(d) Dividends
Dividends on preference shares in a total amount of
SEK 50,000 thousand (SEK 50 per preference share)
were recognised as distribution to owners in the
consolidated statement of changes in equity (SEK
25,000). Dividends on preference shares in the
amount of SEK 50,000 were paid during 2014
(during 2013 no dividends were paid).
capital requirements, the board is of the opinion that
2015 and April 2016. The board therefore proposes
preference shares will be possible, the board will
71
NOTE 18
»
BORROWINGS
Interest-bearing borrowings are measured at amortised cost. For information about the Group’s exposure to
interest rate, foreign currency and liquidity risk, see Note 22 (Financial instruments and risk management).
a) Short-term borrowings
Group
31 December 2014
SEK ’000
Outstanding balance
31 December 2013
Credit facility limit
Outstanding balance
Credit facility limit
Current liabilities
Secured short term borrowings
151,945
Unsecured short term borrowings
208,038
162,800
178,679
94,425
94,425
-
59,569
246,370
302,463
162,800
238,248
During the year, Ferronordic Machines LLC, the Group’s main operating entity, agreed on a SEK 69m (RUB
500m) revolving credit facility with OAO Promsvyazbank, a Russian bank. The facility is made for two years.
Ferronordic Machines LLC also agreed on a SEK 69m (RUB 500m) revolving credit facility with OAO Sberbank,
a Russian bank. The facility is made for two years and is secured by a guarantee provided by the parent company.
On 31 December 2014 the secured borrowings were secured by a pledge of inventory with a carrying amount of
SEK 194,424 thousand. Pledged inventory in the amount of SEK 14,711 thousand constitutes security for a
bank guarantee issued by OAO Bank of Moscow to Volvo to secure payments by Ferronordic Machines LLC for
delivered equipment.
On 31 December 2014 the nominal interest rate on the Group’s loans and borrowings varied between 9.7% and
16.8%.
At the reporting date Ferronordic Machines LLC was in breach of two of the covenants under its RUB 500m
(SEK 68,742 thousand) credit facility agreement with Sberbank. The first covenant requires a minimum level of
net profit of the borrower and the second one sets a limit for the borrower’s total level of bank debt. As a result of
the breach the loan became payable on demand instead of upon maturity in April 2016. After the reporting date
the bank has waived its rights to demand early repayment because of the covenant breaches.
b) Finance lease liabilities
During the year the Group entered into sale and leaseback arrangements relating to Volvo CE machines for the
rental fleet, which resulted in finance lease obligations. In total machines with a carrying value of SEK 29,180
thousand (SEK 9,327 thousand) were sold to leasing companies for SEK 37,899 thousand (SEK 9,327 thousand)
and then immediately leased back. The excess of the sales proceeds over the carrying amount, amounting to SEK
8,719 thousand (zero in 2013), was deferred over the lease term (see Note 19 (Deferred income)).
Future minimum lease payments at 31 December 2014 and 2013:
Group
2014
SEK ’000
Future minimum
lease payments
Less than one year
32,536
Between one and five years
Interest
2013
Present value
of minimum lease
payments
Future minimum
lease payments
(13,620)
18,916
46,667
28,734
(7,456)
21,278
61,270
(21,076)
40,194
Interest
Present value
of minimum lease
payments
(9,782)
36,885
26,936
(2,624)
24,312
73,603
(12,406)
61,197
Finance lease liabilities relate to leasing of Volvo CE machines included in the rental fleet and leasing of cars for
the car fleet. At 31 December 2014 the future minimum lease payments for car leasing, payable within one year
from the reporting date and payable between one and three years from the reporting date, amounted to SEK
10,277 thousand (SEK 26,043 thousand), and SEK 3,457 thousand (SEK 14,473 thousand), respectively.
72
NOTE 19
»
DEFERRED INCOME
Group
SEK ’000
Deferred income short-term due to lease back transaction
Deferred income short-term relating to service contracts
NOTE 20
»
Parent Company
31 December 2014
31 December 2013
31 December 2014
31 December 2013
508
1,848
-
-
7,000
13,598
-
-
7,508
15,446
-
-
PROVISIONS
Group
SEK ’000
Warranties
Other
Total
14,655
3,411
18,066
Provisions made during the year
16,949
-
16,949
Provisions used during the year
(18,646)
(2,721)
(21,367)
(4,110)
(417)
(4,527)
8,848
273
9,121
-
-
-
8,848
273
9,121
8,848
273
9,121
Non-current
Current
Group
SEK ’000
Warranties
Other
Total
25,634
190
25,824
Provisions made during the year
17,914
3,114
21,028
Provisions used during the year
(26,729)
-
(26,729)
(2,164)
107
(2,057)
14,655
3,411
18,066
-
-
-
14,655
3,411
18,066
14,655
3,411
18,066
Non-current
Current
Warranties
In accordance with the dealer agreement with Volvo, the Group provides a one year warranty on all new Volvo
CE machines sold. Volvo CE also offers extended warranties, which the Group offers to its customers. Volvo CE
reimburses the Group for the costs incurred in respect of provided warranties at rates and amounts agreed. The
Group records both the gross provision amount of the warranties and a receivable from Volvo CE. The provision
for warranties is recognised when the products to which the warranties relate are sold. The provision is based on
historical warranty data. Amounts of expected reimbursement from Volvo as of 31 December 2014 and 31
December 2013, respectively, are disclosed in the Note 15 (Trade and other receivables).
73
NOTE 21
»
TRADE AND OTHER PAYABLES
Group
SEK ’000
Parent Company
31 December 2014
31 December 2013
31 December 2014
31 December 2013
365,695
570,950
238
328
Advances from customers
47,536
29,954
-
-
Other payables and accrued expenses
48,050
45,792
27,917
39,524
Trade payables
Other taxes payable
30,455
11,060
173
239
491,736
657,756
28,328
40,091
At 31 December 2014 other payables included dividends payable on preference shares in the amount of SEK
25,000 thousand (SEK 25,000 thousand).
The Group’s exposure to currency and liquidity risk related to trade and other payables is disclosed in Note 22
(Financial instruments and risk management).
NOTE 22
»
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
(a) Financial risk management
OVERVIEW
Deriving from its use of financial instruments the Group is exposed to credit risk, liquidity risk and market risk.
This Note describes the Group’s exposure to these risks, the Group’s objectives, policies and processes for
measuring and managing risk, and the Group’s management of capital. Further quantitative disclosures are
included throughout these consolidated financial statements.
RISK MANAGEMENT FRAMEWORK
The Board has overall responsibility for the establishment and oversight of the Group’s risk management
framework.
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set
appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and
systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. Through its
training, policies and procedures, the Group aims to develop a disciplined and constructive control environment
in which all employees understand their roles and obligations. The Board also oversees how management
monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy of the
risk management framework in relation to the risks faced by the Group.
Corruption is a significant area of risk in Russia. In this area the board, in its monitoring role, is assisted by an
independent compliance audit. This audit is made for the purpose of identifying potential areas for improvement
in the Group’s compliance program and reviewing certain sample transactions in order to verify that the Group’s
compliance-related policies have been complied with.
In 2014 the Group established an internal audit function. The function currently consists of one person,
accountable to the audit committee of the Board. The internal auditor is responsible for developing and
implementing control procedures in the Group, thereby reducing different operational risks. The Group believes
that introducing an internal audit function will generally improve its risk management and compliance
environment.
(b) Credit risk
Credit risk constitutes the risk of financial loss to the Group if a customer or counterparty to a financial
instrument fails to meet its contractual obligations. Credit risk mainly arises from the Group’s receivables from
customers.
74
(i) Trade and other receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of the individual
customer. However, management also considers the demographics of the Group’s customer base, including the
general default risk of the industry in which the customers operate.
At 31 December 2014, the top 20 trade receivable balances comprised 61% of the total trade receivable balance.
The Group’s standard payment terms require payment in advance of delivery. The Group has established a credit
policy under which each new customer is analysed individually for creditworthiness before the Group’s standard
payment and delivery terms and conditions are offered. In addition, the Group also offers limited credit (less than
150 days) to some customers for sales and services. The Group’s review includes external ratings, when available,
and in some cases bank references. Purchase limits are established for each customer, and represent the maximum
open amount. These limits are reviewed quarterly. Customers that fail to meet the Group’s benchmark
creditworthiness may transact with the Group only on a prepayment basis.
In monitoring customer credit risk, customers are grouped according to their credit characteristics, including
whether they are an individual or legal entity, geographic location, industry, aging profile, maturity and existence
of previous financial difficulties. Customers that are graded as “high risk” are placed on a restricted customer list.
Future sales to such customers are made on a prepayment basis with approval of the risk manager.
Trade receivables from sales of construction equipment are collateralized by a retention right to the equipment
sold until fully paid. Except for this the Group usually does not require collateral in respect of trade and other
receivables.
(ii) Exposure to credit risk
The carrying amount of the financial assets represents the maximum credit exposure. The maximum exposure to
credit risk at the reporting date was:
Group
SEK ’000
2014
Carrying amount
Note
2013
Carrying amount
Trade receivables
15
214,082
272,510
16
177,453
164,075
391,535
436,585
The maximum exposure to credit risk for trade receivables is entirely related to operations in Russia.
IMPAIRMENT OF RECEIVABLES
Aging of trade receivables at the reporting date:
Group
31 December 2014
SEK ’000
Not past due
Gross
31 December 2013
Impairment
164,298
Gross
Impairment
-
215,811
-
Past due 0-30 days
25,371
-
32,463
-
Past due 31-120 days
17,357
(2,522)
18,079
(1,785)
Overdue above 120 days
19,704
(10,126)
16,446
(8,504)
226,730
(12,648)
282,799
(10,289)
75
Movement in the allowance for impairment in respect of trade receivables during the year:
Group
Individual impairments
SEK ’000
2014
Balance 1 January
2013
(10,289)
(8,952)
Increase during the year
(8,329)
(2,367)
Decrease due to reversal
818
311
Translation differences
5,152
719
Balance 31 December
(12,648)
(10,289)
(c) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash or other financial assets. The Group manages liquidity risk
by ensuring, as far as possible, that it always has sufficient liquidity to meet its liabilities when due, under both
normal and stressed conditions, without incurring unacceptable losses.
The Group maintains sufficient cash and cash equivalents to meet its operational and financial commitments.
The Group performs continuous monitoring of cash deficit risks and continuous monitoring of repayment of its
financial liabilities on time, efficiently, using a payment calendar tool. The Group performs annual, monthly and
daily planning to control cash flow.
The following are the contractual maturities of financial liabilities, including estimated interest payments. It is
not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at
significantly different amounts.
31 December 2014
SEK ’000
Carrying
amount
Finance lease
liabilities
40,194
Contractual
cash flows
61,270
0-6 mths
6-12 mths
18,439
14,097
1–2 yrs
2-3 yrs
20,602
3-4 yrs
8,132
4-5 yrs
-
Over 5 yrs
-
-
Borrowings
246,370
258,617
230,010
28,607
-
-
-
-
-
Trade and other
payables
413,745
413,745
413,745
-
-
-
-
-
-
700,309
733,632
662,194
42,704
20,602
8,132
-
-
-
31 December 2013
SEK ’000
Finance lease
liabilities
Carrying
amount
Contractual
cash flows
0-6 mths
6-12 mths
1–2 yrs
2-3 yrs
3-4 yrs
4-5 yrs
Over 5 yrs
61,197
73,603
22,767
23,900
21,347
5,589
-
-
-
Borrowings
162,800
165,867
165,867
-
-
-
-
-
-
Trade and other
payables
616,742
616,742
616,742
-
-
-
-
-
-
840,739
856,212
805,376
23,900
21,347
5,589
-
-
-
(d) Market risk
Market risk is the risk that changes in market prices (such as foreign exchange rates, interest rates and equity
prices), will affect the Group’s income. The Group’s objective of market risk management is to ensure that the
exposure stays within acceptable parameters, while optimising the return.
76
(i) Currency risk
Even though most sales and purchases are made in Russian rubles, the Group is exposed to currency risk on
purchases and borrowings that are denominated in other currencies. These transactions primarily occur in euro or
Swedish krona.
Interest on borrowings is denominated in the currency of the borrowing. In respect of other financial assets and
liabilities denominated in foreign currencies, the Group’s policy is to ensure that its net exposure is kept to an
acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term
imbalances.
EXPOSURE TO CURRENCY RISK
Group
EUR
SEK ’000
EUR
2014
SEK
2013
3
SEK
2014
1,000
2013
313
3,223
(8,271)
(8,437)
(2,728)
(26,499)
Net exposure
(8,269)
(7,437)
(2,415)
(23,276)
Foreign exchange rates applied during the period:
In RUB
Average rate
2014
Reporting date spot rate
Average rate
2014
2013
Reporting date spot rate
2013
EUR
50.7674
69.2119
42.3170
45.0447
SEK
5.5808
7.2736
4.8916
5.0369
SENSITIVITY ANALYSIS
A strengthening (weakening) of the ruble against the euro will most likely have a limited impact on profit or loss.
A strengthening (weakening) of the ruble against the Swedish krona would at 31 December 2014 have increased
(decreased) profit or loss before taxes by the amounts shown below. This analysis is based on exchange rate
variances that management considered reasonably possible at the end of the reporting period. The analysis
assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the
same basis for 2013.
Strengthening
Weakening
31 December 2014
SEK (20% movement)
121
(121)
4,655
(4,655)
31 December 2013
SEK (20% movement)
(ii) Interest rate risk
Under normal circumstances and during the term of the credit facilities, the Group is exposed to limited interest
rate risk since the Group seeks to borrow funds at fixed interest rates (see Note 18 (Borrowings)). However, as is
common in Russia, most of the Group’s credit agreements allow the banks to increase interest rates in case of
exceptional changes in the key rate of the Russian Central Bank or other force majeure events. As a result of the
financial turmoil during 2014 (in particular the decision by the Russian Central Bank in December 2014 to
increase the interest rate to 17%), many banks have utilized this right and the Group has seen an unexpected
increase in the interest charged on the its credit facilities. The Group seeks to limit this additional interest rate
risk by tighter working capital management to minimize the need for debt financing.
77
PROFILE
At the reporting date the interest rate profile of the Group’s interest-bearing financial instruments was:
Group
SEK ’000
Carrying amount 2014
Carrying amount 2013
Fixed rate instruments
Bank deposits
Borrowings
Finance lease liabilities
161,411
108,261
(246,370)
(162,800)
(40,194)
(61,197)
(125,153)
(115,736)
FAIR VALUE SENSITIVITY ANALYSIS FOR FIXED RATE INSTRUMENTS
The Group does not account for any fixed rate financial instruments as fair value through profit or loss or as
available-for-sale. A change in interest rates at the reporting date would therefore not affect profit and loss or
equity.
CARRYING VALUES AND FAIR VALUES
Fair values versus carrying values
The basis for determining fair value is disclosed in Note 5 (Determination of fair values). Management believes
that the fair values of the Group’s financial assets and liabilities approximate their respective carrying values. This
does not apply to finance lease liabilities for which the fair value on 31 December 2014 amounted to SEK 37,628
thousand compared to a carrying amount of SEK 40,194 thousand.
The fair value of the Group’s finance lease liabilities was determined for disclosure purposes by discounting
future cash flows at the market interest rate at the reporting date. Due to the absence of similar finance lease
agreements concluded close to the reporting date, the market interest rate for each finance lease was determined
by calculating the change in yield of government bonds from the commencement of the relevant lease to
31 December 2014. This change has then been added to the interest rate implicit in the lease (level 2).
CAPITAL MANAGEMENT
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence
and to sustain future development of the business. The Board continously monitors the return on capital (the
Group defines this as the result from operating activities divided by total equity).
The Group’s debt to capital ratio at the end of the reporting period:
SEK ’000
Total liabilities
2014
2013
801,496
925,758
(177,453)
(164,075)
Net debt
624,043
761,683
Total equity
371,528
537,801
1.7
1.4
Less: cash and cash equivalents
Debt to capital ratio at 31 December
The Group has no formal policy for capital management but management seeks to maintain a sufficient capital
base for meeting the Group’s operational and strategic needs, and to maintain the confidence of market
participants. This is achieved by efficient cash management, constant monitoring of the Group’s revenues and
profit, and long-term investment plans, mainly financed by the Group’s operating cash flows. With these
measures the Group aims for steady profits growth.
78
(e) Master netting and similar agreements
The Group may enter into sales and purchase agreements with the same counterparty in the normal course of
business. The related amounts receivable and payable do not always meet the criteria for offsetting in the
statement of financial position. This is because the Group may not have any currently legally enforceable right to
offset recognised amounts, because the right to offset may be enforceable only on the occurrence of future events.
Under Russian law, an obligation can only be offset against a similar claim if it is due, has no maturity or is
payable on demand.
Carrying amounts of recognised financial instruments subject to the above agreements:
SEK ’000
31 December 2014
Gross amounts
53,905
Amounts offset in accordance with IAS 32 offsetting criteria
340,959
-
-
Net amounts presented in the statement of financial position
53,905
340,959
Amounts related to recognised financial instruments that do
not meet some or all of the offsetting criteria
(7,092)
(7,092)
Net amount
46,813
333,867
SEK ’000
31 December 2013
Gross amounts
Amounts offset in accordance with IAS 32 offsetting criteria
57,470
563,482
-
-
Net amounts presented in the statement of financial position
57,470
563,482
Amounts related to recognised financial instruments that do
not meet some or all of the offsetting criteria
(13,481)
(13,481)
43,989
550,001
Net amount
The net amounts presented above are included in the statement of financial position and form part of trade and
other receivables and trade and other payables, respectively. Other amounts included in these line items do not
meet the criteria for offsetting and are not subject to the agreements described above.
NOTE 23
»
OPERATING LEASES
The Group leases a number of premises and facilities under operating leases. During the year an amount of SEK
28,045 thousand (29,695 thousand) was recognised as an operating expense in profit or loss in respect of rented
premises and facilities.
Lease agreements for rented premises and facilities typically run for 12 months with an option to renew the lease
after the expiry date. The Group has no contingent rent arrangements or subleases. The Group had no significant
non-cancellable leases as of 31 December 2014.
NOTE 24
»
CAPITAL COMMITMENTS
At the reporting date the Group had no significant capital commitments.
79
NOTE 25
»
CONTINGENCIES
(a) Taxation contingencies
There have been significant changes to the Russian taxation system in recent years as the authorities have
gradually replaced legislation regulating major taxes, such as corporate income tax, VAT, corporate property tax
and other taxes. The application of the new legislation is in large parts still unclear.
Russian tax authorities have historically been aggressive in their interpretation of tax laws, as well as enforcement
and collection of tax. In practice the Russian tax authorities often interpret laws to the detriment of the taxpayers,
who often have to resort to court to defend their positions. The Group’s tax liability may therefore become
greater than the amount that has been expensed to date and paid or accrued on the balance sheets.
At the reporting date Ferronordic Machines LLC was undergoing a tax field audit with regard to the financial
years 2011-2013. No results of the audit had been presented by the tax authorities at the time of issuing this
report.
Any additional tax liability, as well as any unforeseen changes in Russian tax laws, could have an adverse impact
on the Group’s business, financial position and results.
New transfer pricing legislation was enacted in Russia as per 1 January 2012. The new legislation provided major
modifications to make local transfer pricing rules more similar to OECD guidelines. At the same time additional
uncertainty was created in practical application of tax legislation in certain circumstances. These transfer pricing
rules introduce an obligation for the taxpayers to prepare transfer pricing documentation with respect to
controlled transactions and prescribe new basis and mechanisms for accruing additional taxes and interest if
prices in the controlled transactions differ from the market level. The new transfer pricing rules primarily apply
to cross-border transactions between related parties, as well as certain cross-border transactions between
independent parties. Since there is no practice of applying the new transfer pricing rules by the tax authorities
and courts (tax audits considering the new rules have started just recently), it is difficult to predict the effect of
the new transfer pricing rules on these consolidated financial statements.
In addition, a number of new changes in Russian tax legislation was adopted in the fourth quarter of 2014 and
became effective on 1 January 2015. Those changes are particularly aimed at regulating transactions with offshore
companies and their activities. These changes may potentially impact the Group’s tax position and create
additional tax risks going forward.
During 2010, the Group incurred certain expenses which management believed were deductible for income tax
purposes. However, based on the uncertainty of legislation, the tax authorities could take a different position and
attempt to assess additional tax. The potential amount of such additional tax at 31 December 2013 was SEK
6,321 thousand and contingent liability was disclosed in this regard as at 31 December 2013. As at 31 December
2014, the 2010 financial year is closed for tax audits and contingent liability was reversed.
(b) Litigation
There have been no material disputes during the year.
80
NOTE 26
»
RELATED PARTY TRANSACTIONS
(a) Control relationships
The Group’s consolidated annual and quarterly financial statements are made publicly available.
Management and the Board control 52.64% of the shares and 55.00% of the voting rights in the parent company
(same as 2013).
Transactions with employees
During the year the Group issued unsecured loans to employees in a total amount of SEK 54 thousand (SEK
214 thousand). Interest of 12% p.a. is payable by the employees and the loans are repayable in cash in full 12
months after the issue date. At 31 December 2014 the outstanding balance of such loans amounted to SEK 190
thousand (SEK 214 thousand) and was included in trade and other receivables (see Note 15 (Trade and other
receivables)).
Remuneration to executive management during 2014 and 2013 is included in personnel costs and presented in
Note 29 (Employees, board and executive management).
(b) Transactions with other related parties
Parent Company
Revenue
2014
SEK ’000
Transaction value
2013
Outstanding balance
Transaction value
Outstanding balance
Services provided:
Subsidiary (i)
15,794
9,826
28,215
22,795
39,201
7,522
45,557
20,494
54,995
17,348
73,772
43,289
Interest accrued:
Subsidiary (ii)
(i) License fee received from Ferronordic Machines LLC as compensation for the Volvo CE dealership business sub-license
and royalties received from Ferronordic Machines LLC for a trademark license. The outstanding balance as of 31
December 2014 represents accrued royalties under the intra-group trademark license
(ii) For terms of interest accrued from Ferronordic Machines LLC see (iii) below.
Other balances
SEK ’000
31 December 2014
31 December 2013
Contributions to subsidiaries
192,162
192,105
Loans to subsidiaries (iii)
199,021
285,178
391,183
477,283
(iii) Loans granted by the parent company to Ferronordic Machines LLC are unsecured and bear interest rates of 15% per
annum. The loans are in rubles in order to minimize the Group’s currency risks. During the year the loans were prolonged
until 31 December 2016.
NOTE 27
»
EVENTS SUBSEQUENT TO THE REPORTING DATE
As per 1 February 2015 the interest on Ferronordic Machines LLC’s credit facility from Sberbank was increased
from 9.7% to 15%. The loan currently outstanding under this facility amounts to RUB 500 million.
No other events requiring disclosure in the financial statements have occurred after the reporting date.
81
NOTE 28
»
INTERESTS IN GROUP COMPANIES
As of 31 December 2014 the Group consisted of the following legal entities:
2014
Subsidiary
Ferronordic Machines AB
Corporate
Identity Number
Country of
incorporation
556748-7953
Sweden
Ownership/
voting
2013
Carrying
amount
Ownership/
voting
Holding
-
Carrying
amount
Holding
-
Ferronordic Machines LLC
Russia
100%
192,105
100%
192,105
Ferronordic Machines Arkhangelsk LLC
Russia
100%
12,566
100%
18,356
Ferronordic Machines Kaliningrad LLC
Russia
100%
2
-
-
Ferronordic Torgoviy Dom LLC
Russia
100%
55
-
-
204,728
210,461
As follows from the parent company’s statement of cash flows, the parent company has made contributions to its
new subsidiaries during 2014 in an amount of SEK 57,000: SEK 2,000 to the share capital of Ferronordic
Machines Kaliningrad LLC and SEK 55,000 to the share capital of Ferronordic Torgoviy Dom LLC.
NOTE 29
»
EMPLOYEES, BOARD AND EXECUTIVE MANAGEMENT
(a) Average number of employees
2014
of which women
2013
of which women
Parent Company – Citizenship
Sweden
3
33 %
2
50 %
Total in Parent Company
3
33 %
2
50 %
752
19 %
677
21 %
3
0%
Subsidiaries – Citizenship
Russia
Sweden
Belgium
Italy
Ukraine
1
0%
Finland
3
0%
1
0%
1
0%
4
0%
1
0%
Germany
1
0%
1
0%
Turkey
1
0%
1
0%
Total in subsidiaries
758
19 %
689
21 %
Total Group
761
19 %
691
21 %
(b) Breakdown between men and women in management
Group
Parent Company
Female representation
Female representation
2014
82
2013
2014
2013
Board
14%
13%
14%
13%
CEO and executive management
22%
14%
0%
0%
(c) Personnel costs
Salaries, other remuneration and social security expenses for the parent company and its subsidiaries (information
for the parent company includes remuneration to the Board members):
2014
SEK ’000
Salaries and other
remuneration
Parent Company
2013
Social security
expenses
7,119
(of which pension costs)
Salaries and other
remuneration
3,383
Social security
expenses
3,720
1,624
Subsidiaries
174,748
30,961
1,722
173,546
24,827
Total
181,867
34,344
2,673
34,522
25,717
177,266
26,451
37,195
27,439
The table below shows salaries and other remuneration distributed between the parent company and its
subsidiaries and between executive management and other employees. The members of the Board and executive
management in the parent company, the subsidiaries and the Group in 2014 amounted to ten (ten), nine
(including the Board members Lars Corneliussion and Erik Eberhardson) (ten) and 19 (24), respectively.
2014
SEK ’000
Board and executive
management
Parent Company
(of which bonuses)
Subsidiaries
(of which bonuses)
Total
(of which bonuses)
2013
Other
employees
Board and executive
management
Other
employees
6,734
385
3,322
398
530
-
147
-
19,878
154,870
17,439
156,107
4,264
34,173
-
40,422
26,612
155,255
20,761
156,505
4,794
34,173
147
40,422
(d) Remuneration to the Board
Total remuneration paid to the Board in 2014 amounted to SEK 1,748,000 (SEK 1,151,000).
At the annual general meeting on 20 May 2014 it was resolved that the remuneration to the Board members
should be paid in an amount of SEK 2,300,000. Of this amount, SEK 600,000 should be paid to the chairman,
SEK 500,000 to the vice chairman, and SEK 300,000 to each of the other Board members, except for the two
Board members who are employed by the Group. No additional remuneration should be paid for work on the
remuneration committee or the audit committee. Tom Jörning resigned from the board at the end of September
and has only received compensation until his resignation.
Remuneration to the Board in 2014 and 2013 (SEK ‘000):
Name
2014
2013
Per-Olof Eriksson (chairman)
475
300
Magnus Brännström
238
150
-
-
Lars Corneliusson
-
-
Marika Fredrikson
Erik Eberhardson
238
150
Tom Jörning (resigned September 2014)
163
150
Martin Leach
396
250
Kristian Terling (elected May 2013)
238
88
Erik Danemar (resigned May 2013)
Total
-
63
1,748
1,151
83
(e) Remuneration to executive management
Remuneration to executive management is based on a combination of fixed and variable salaries, with the
variable part based on achieved results and individual targets. The principles for remuneration to executive
management are described in the corporate governance report. For information regarding long-term incentive
programs, please refer to the information regarding the Group’s warrant programs in Note 17 (Capital and
reserves).
Lars Corneliusson’s total remuneration for 2014 amounted to SEK 7,158,000 including compensation for
housing and schooling. The right to pension contributions amounts to 12.6% of the fixed gross salary.
During 2014, the executive management included Nadezhda Arzumanova, Anders Blomqvist, Henrik Carlborg,
Lars Corneliusson, Erik Eberhardson, Olga Galashevskaya (until November), Onur Gucum, Andrey Romanov
(until November) and Anton Varekha.
During 2013, the executive management included Nadezhda Arzumanova, Anders Blomqvist, Henrik Carlborg
(from July 2013), Lars Corneliusson, Erik Eberhardson, Olga Galashevskaya (from June 2013), Onur Gucum,
Dmitry Khmelidze (until November 2013), Andrey Romanov, Dmitry Bugoslavsky (until January 2013),
Francesco Mascherpa (until January 2013), Jukka Huuhtanen (until January 2013), Sergey Ustimenko (until
August 2013) and Anton Varekha (from August 2013).
Name
2014
2013
Nadezhda Arzumanova
full year
full year
Anders Blomqvist
full year
full year
Henrik Carlborg
full year
from July
Lars Corneliusson
full year
full year
Erik Eberhardson
full year
full year
Onur Gucum
full year
full year
Anton Varekha
full year
from August
Andrey Romanov
until November
full year
Olga Galashevskaya
until November
from June
Dmitry Khmelidze
-
until November
Francesco Mascherpa
-
until January
Jukka Huuhtanen
-
until January
Sergey Ustimenko
-
until August
Dmitry Bugoslavsky
-
until January
Remuneration to Lars Corneliusson and other members of executive management:
2014
Lars Corneliusson
Other executive
management
Fixed salary
4,530
12,765
Variable salary
SEK ’000
Total
17,295
Lars Corneliusson
Other executive
management
4,083
15,432
Total
19,515
1,801
2,994
4,794
-
-
-
Pension costs
573
1,405
1,978
562
1,419
1,981
Other benefits
254
2,455
2,709
-
112
112
7,158
19,618
26,776
4,645
16,963
21,608
Total
84
2013
NOTE 30
»
AUDITORS’ FEES AND EXPENSES
Group
SEK ’000
Parent Company
2014
2013
2014
2013
KPMG
Audit assignments
1,937
1,713
620
398
Other assignments
374
173
233
17
1,047
830
3,358
2,716
Other
Other assignments
NOTE 31
»
853
415
EARNINGS PER SHARE
The calculation of earnings per share is based on the result attributable to holders of ordinary shares, calculated
as result for the year, less dividends on preference shares related to the period, divided by the weighted average
number of ordinary shares outstanding.
The parent company has no dilutive effect on its ordinary shares.
a) Result attributable to holders of ordinary shares
SEK ’000
2014
Result for the year
2013
18,729
(43,934)
Dividends on preference shares required for the year
(50,000)
(25,000)
Result attributable to holders of ordinary shares
(31,271)
(68,934)
b) Weighted average number of ordinary shares
Number of ordinary shares
Ordinary shares outstanding 1 January
Effect of share split in October 2013
Weighted average number of ordinary shares during the year
2014
2013
10,000,000
100,000
-
9,900,000
10,000,000
10,000,000
On 9 October 2013 the share capital of Ferronordic Machines AB was restructured through a share split in
proportion of 100/1 (from 100,000 ordinary shares with a par value of EUR 1.00 each to 10,000,000 shares with
par value of EUR 0.01 each).
As at 31 December 2014, 2,279 warrants (2,459 warrants) were excluded from the calculation of diluted earnings
per share since their effect would have been anti-dilutive.
85
Board signatures
The Board of Directors and the Managing Director warrant that the annual accounts have been prepared in
accordance with generally accepted accounting principles in Sweden and that the consolidated financial
statements have been prepared in accordance with the international financial reporting standards referred to in
regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the
application of international accounting standards. The annual accounts and consolidated financial statements give
a true and fair view of the parent company’s and Group’s financial positions and results. The audit report for the
parent company and Group gives a true and fair overview of the development of the parent company’s and
Group’s activities, their financial positions and results, and describes significant risks and uncertainties faced by
the parent company and the companies included in the Group.
The annual accounts and consolidated financial statements were approved for release by the Board of Directors
on 20 April 2015. The consolidated statement of comprehensive income and the consolidated statement of
financial position and the parent company income statement and parent company balance sheet will be submitted
for adoption at the Annual General Meeting on 19 May 2015.
Stockholm, 20 April 2015
Per-Olof Eriksson
EberhardsonChairman
Martin Leach
Vice Chairman
Erik
Vice Chairman
Magnus Brännström
Director
Lars Corneliusson
Director
Marika Fredriksson
Director
Kristian Terling
Director
Lars Corneliusson
Managing Director
Our audit report was submitted on 20 April 2015
KPMG AB
Mattias Lötborn
Authorised Public Accountant
86
Auditor’s report
To the annual meeting of the shareholders of Ferronordic Machines AB, corp. id. 556748-7953
Report on the annual accounts
and consolidated accounts
We have audited the annual accounts and consolidated accounts of
Ferronordic Machines AB for the year 2014, except for the corporate
governance statement on pages 35 - 42. The annual accounts and
consolidated accounts of the company are included in the printed
version of this document on pages 30 - 86.
Responsibilities of the Board of Directors and the Managing Director
for the annual accounts and consolidated accounts
The Board of Directors and the Managing Director are responsible for
the preparation and fair presentation of these annual accounts in
accordance with the Annual Accounts Act and of the consolidated
accounts in accordance with International Financial Reporting
Standards, as adopted by the EU, and the Annual Accounts Act, and for
such internal control as the Board of Directors and the Managing
Director determine is necessary to enable the preparation of annual
accounts and consolidated accounts that are free from material
misstatement, whether due to fraud or error.
Auditor’s responsibility
Our responsibility is to express an opinion on these annual accounts and
consolidated accounts based on our audit. We conducted our audit in
accordance with International Standards on Auditing and generally
accepted auditing standards in Sweden. Those standards require that we
comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the annual accounts and
consolidated accounts are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the annual accounts and consolidated
accounts. The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of the
annual accounts and consolidated accounts, whether due to fraud or
error. In making those risk assessments, the auditor considers internal
control relevant to the company’s preparation and fair presentation of
the annual accounts and consolidated accounts in order to design audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the company’s
internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of accounting
estimates made by the Board of Directors and the Managing Director,
as well as evaluating the overall presentation of the annual accounts and
consolidated accounts.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinions.
Opinions
In our opinion, the annual accounts have been prepared in accordance
with the Annual Accounts Act and present fairly, in all material
respects, the financial position of the parent company as of 31
December 2014 and of its financial performance and its cash flows for
the year then ended in accordance with the Annual Accounts Act. The
consolidated accounts have been prepared in accordance with the
Annual Accounts Act and present fairly, in all material respects, the
financial position of the group as of 31 December 2014 and of their
financial performance and cash flows for the year then ended in
accordance with International Financial Reporting Standards, as
adopted by the EU, and the Annual Accounts Act. Our opinions do not
cover the corporate governance statement on pages 35 - 42. The
statutory administration report is consistent with the other parts of the
annual accounts and consolidated accounts.
We therefore recommend that the annual meeting of shareholders
adopt the income statement and balance sheet for the parent company
and the statement of comprehensive income and statement of financial
position for the group.
Report on other legal and
regulatory requirements
In addition to our audit of the annual accounts and consolidated
accounts, we have also audited the proposed appropriations of the
company’s profit or loss and the administration of the Board of
Directors and the Managing Director of Ferronordic Machines AB for
the year 2014. We have also conducted a statutory examination of the
corporate governance statement.
Responsibilities of the Board of Directors and the Managing Director
The Board of Directors is responsible for the proposal for
appropriations of the company’s profit or loss, and the Board of
Directors and the Managing Director are responsible for administration
under the Companies Act, and that the corporate governance statement
on pages 35 - 42 has been prepared in accordance with the Annual
Accounts Act.
Auditor’s responsibility
Our responsibility is to express an opinion with reasonable assurance on
the proposed appropriations of the company’s profit or loss and on the
administration based on our audit. We conducted the audit in
accordance with generally accepted auditing standards in Sweden.
As basis for our opinion on the Board of Directors proposed
appropriations of the company’s profit or loss we examined the Board of
Directors’ reasoned statement and a selection of supporting evidence in
order to be able to assess whether the proposal is in accordance with the
Companies Act.
As basis for our opinion concerning discharge from liability, in addition
to our audit of the annual accounts and consolidated accounts, we
examined significant decisions, actions taken and circumstances of the
company in order to determine whether any member of the Board of
Directors or the Managing Director is liable to the company. We also
examined whether any member of the Board of Directors or the
Managing Director has, in any other way, acted in contravention of the
Companies Act, the Annual Accounts Act or the Articles of
Association.
We believe that the audit evidence we have obtained as above is
sufficient and appropriate to provide a basis for our opinions.
Furthermore, we have read the corporate governance statement and
based on that reading and our knowledge of the company and the
group we believe that we have sufficient basis for our opinions. This
means that our statutory examination of the corporate governance
statement is different and substantially less in scope than an audit
conducted in accordance with International Standards on Auditing and
generally accepted audit standards in Sweden.
Opinions
We recommend to the annual meeting of shareholders that the profit
be appropriated in accordance with the proposal in the statutory
administration report and that the members of the Board of Directors
and the Managing Director be discharged from liability for the financial
year.
A corporate governance statement has been prepared, and its statutory
content is consistent with the other parts of the annual accounts and
consolidated accounts.
Stockholm, 20 April 2015
KPMG AB
Mattias Lötborn
Authorized Public Accountant
87
Production: Nimbus Communication AB
Print: E-Print AB
Photo: Ferronordic Machines
Paper: MultiArt Silk
341 865
Ferronordic Machines AB
www.ferronordic.com
+46 8 - 509 072 80
Hovslagargatan 5 B
111 48 STOCKHOLM
Sweden

Ferronordic Machines AB Annual Report 2014

Transcription

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